FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fox Michael J
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PARK CITY CAPITAL, LLC, 200 CRESCENT COURT, SUITE 1575
3. Date of Earliest Transaction (MM/DD/YYYY)

6/5/2017
(Street)

DALLAS, TX 75201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   6/5/2017     M    5967   A   (1) 28667   D    
Common Stock                  1035000   I   By Park City Capital Offshore Master, Ltd.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 6/5/2017     M         5967      (2)   (2) Common Stock   5967   $0   5967   D    
Restricted Stock Units     (1) 6/6/2017     A      11574         (3)   (3) Common Stock   11574   $0   11574   D    

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
(2)  50% of the shares vested on June 5, 2017, and 50% of the shares shall vest on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 7, 2018.
(3)  50% of the shares shall vest on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant and (ii) June 6, 2018, and 50% of the shares shall vest on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 6, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fox Michael J
C/O PARK CITY CAPITAL, LLC
200 CRESCENT COURT, SUITE 1575
DALLAS, TX 75201
X



Signatures
/s/ Jeff Killian, Attorney-In-Fact 6/6/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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