4//SEC Filing
Fox Michael J 4
Accession 0001104659-22-038525
CIK 0001579910other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 11:12 AM ET
Size
15.2 KB
Accession
0001104659-22-038525
Insider Transaction Report
Form 4
Resonant IncRESN
Fox Michael J
Director
Transactions
- Disposition from Tender
Common Stock
2022-03-28$4.50/sh−2,000,000$9,000,000→ 0 total(indirect: By Park City Capital Offshore Master, Ltd.) - Disposition to Issuer
Restricted Stock Units
2022-03-28$4.50/sh−26,385$118,733→ 0 total→ Common Stock (26,385 underlying) - Disposition to Issuer
Restricted Stock Units
2022-03-28$4.50/sh−65,000$292,500→ 0 total→ Common Stock (65,000 underlying) - Disposition from Tender
Common Stock
2022-03-28$4.50/sh−121,168$545,256→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-03-28$4.50/sh−16,949$76,271→ 0 total→ Common Stock (16,949 underlying)
Footnotes (4)
- [F1]Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
- [F2]In connection with the Agreement and Plan of Merger, dated February 14, 2022, by and among Murata Electronics North America, Inc., PJ Cosmos Acquisition Company, Inc. and Resonant Inc. (the "Merger Agreement"), these restricted stock units, which provided for vesting of 50% of the shares on each of May 10, 2022 and May 10, 2023, were assumed and converted in the merger into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the resignation of the holder as a director of Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
- [F3]In connection with the Merger Agreement, these restricted stock units, which provided for vesting of the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 9, 2022, were assumed and converted in the merger into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the resignation of the holder as a director of Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
- [F4]In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 50% of the shares on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant and (ii) June 8, 2022, and 50% of the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 8, 2023, were assumed and converted in the merger into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the resignation of the holder as a director of Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
Documents
Issuer
Resonant Inc
CIK 0001579910
Entity typeother
Related Parties
1- filerCIK 0001589232
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 11:12 AM ET
- Size
- 15.2 KB