0001104659-22-038520.txt : 20220328
0001104659-22-038520.hdr.sgml : 20220328
20220328110929
ACCESSION NUMBER: 0001104659-22-038520
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220328
DATE AS OF CHANGE: 20220328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Caballero Ruben
CENTRAL INDEX KEY: 0001784388
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36467
FILM NUMBER: 22774033
MAIL ADDRESS:
STREET 1: C/O RESONANT INC. 10900 STONELAKE BLVD.
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Resonant Inc
CENTRAL INDEX KEY: 0001579910
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 454320930
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10900 STONELAKE BLVD
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
BUSINESS PHONE: (805) 308-9803
MAIL ADDRESS:
STREET 1: 10900 STONELAKE BLVD
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
4
1
tm2210529-5_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-03-28
1
0001579910
Resonant Inc
RESN
0001784388
Caballero Ruben
C/O RESONANT INC. 10900 STONELAKE BLVD.,
SUITE 100, OFFICE 02-130
AUSTIN
TX
78759
1
0
0
0
Common Stock
2022-03-28
4
U
0
154462
4.50
D
0
D
Restricted Stock Units
2022-03-28
4
D
0
20000
4.50
D
Common Stock
20000
0
D
Restricted Stock Units
2022-03-28
4
D
0
12711
4.50
D
Common Stock
12711
0
D
Restricted Stock Units
2022-03-28
4
D
0
19788
4.50
D
Common Stock
19788
0
D
Restricted Stock Units
2022-03-28
4
D
0
54054
4.50
D
Common Stock
54054
0
D
Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
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 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.
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.
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.
In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 100% of the shares on December 31, 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.
/s/ Ruben Caballero
2022-03-28