SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Holmes George B

(Last)

(First)

(Middle)

C/O RESONANT INC.

110 CASTILIAN DRIVE, SUITE 100

(Street)

GOLETA

93117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Resonant Inc [ RESN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2018		M		9,000	A	⁽¹⁾	203,454	D
Common Stock	01/02/2018		M		2,639	A	⁽¹⁾	206,093	D
Common Stock	01/02/2018		M		2,496	A	⁽¹⁾	208,589	D
Common Stock	01/03/2018		S⁽²⁾		5,342⁽³⁾	D	$7.4299	203,247	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/02/2018		M			9,000	⁽⁴⁾	⁽⁴⁾	Common Stock	9,000	$0	99,000	D
Restricted Stock Units	⁽¹⁾	01/02/2018		M			2,639	⁽⁵⁾	⁽⁵⁾	Common Stock	2,639	$0	29,030	D
Restricted Stock Units	⁽¹⁾	01/02/2018		M			2,496	⁽⁶⁾	⁽⁶⁾	Common Stock	2,496	$0	27,456	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Resonant common stock.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person to satisfy the reporting person's tax withholding obligations upon the vesting of restricted stock units.

3. This transaction was executed in multiple trades at prices ranging from $7.01 to $7.92. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. 27,000 shares vested on each of July 1, 2016, October 1, 2016 and January 1, 2017, and 9,000 shares will vest on the first business day of each subsequent calendar quarter, commencing April 1, 2017, until fully vested. The Reporting Person elected to defer until March 14, 2018 receipt of the 18,000 shares vesting prior to that date.

5. 7,917 shares vested on each of July 1, 2016, October 1, 2016 and January 1, 2017, and 2,639 shares will vest on the first business day of each subsequent calendar quarter, commencing April 1, 2017, until fully vested. The Reporting Person elected to defer until March 14, 2018 receipt of the 5,278 shares vesting prior to that date.

6. 22,465 shares vested on October 4, 2016, 7,489 shares vested on January 1, 2017, and 2,496 shares will vest on the first business day of each subsequent calendar quarter, commencing April 1, 2017, until fully vested. The Reporting Person elected to defer until March 14, 2018 receipt of the 4,992 shares vesting prior to that date.

	/s/Jeffrey Killian, Attorney-In-Fact	01/04/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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