Amended Statement of Beneficial Ownership (sc 13d/a)
August 14 2019 - 9:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
Under the Securities Exchange Act of
1934
(Amendment No. 9)*
RESONANT INC.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
76118L102
|
(CUSIP Number)
|
Michael J. Fox
Park City Capital, LLC
100 Crescent Court, Suite 700
Dallas, Texas 75201
(214) 855-0800
|
With a Copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
August 9, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note
: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7
for other parties to whom copies are to be sent.
_______________
* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
CUSIP No.
76118L102
|
13D
|
Page 2 of 6 Pages
|
1
|
NAME OF REPORTING PERSON
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
1,866,000
|
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
1,866,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,866,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No.
76118L102
|
13D
|
Page 3 of 6 Pages
|
1
|
NAME OF REPORTING PERSON
PARK CITY CAPITAL, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO; AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
1,866,000
|
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
1,866,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,866,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
CUSIP No.
76118L102
|
13D
|
Page 4 of 6 Pages
|
1
|
NAME OF REPORTING PERSON
MICHAEL J. FOX
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF; OO; AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
62,925*
|
|
8
|
SHARED VOTING POWER
|
1,866,000
|
|
9
|
SOLE DISPOSITIVE POWER
|
62,925*
|
|
10
|
SHARED DISPOSITIVE POWER
|
1,866,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,928,925*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
* Does not include 41,294 restricted stock
units (RSUs), of which 4,664 RSUs were granted to Mr. Fox on June 12, 2018 and 36,630 RSUs were granted to Mr. Fox on June 11,
2019.
CUSIP No.
76118L102
|
13D
|
Page
5 of 6 Pages
|
This Amendment No.
9 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 9”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on February 26, 2015 (as amended, the “Schedule 13D” or this
“Statement”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Resonant
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 9 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 9, the Schedule 13D remains
unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for
purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately $8,922,581.
The source of funds was working capital of Park City Capital Offshore Master, Ltd. (the “Master Fund”) and, for the
shares held directly by Mr. Fox, Mr. Fox’s personal funds (approximately $31,940).
Item 4. Purpose of Transaction.
On August 9, 2019,
the Master Fund purchased from the Company, in a private placement, 396,000 shares of Common Stock at a price per share of $2.53
for an aggregate purchase price of $1,001,880 (the “Private Placement”). The purchase was effected pursuant to the
terms of a purchase agreement (the “Purchase Agreement”) entered into between the Master Fund and the Company.
The securities acquired
by the Master Fund in the Private Placement have not been registered under the Securities Act of 1933, as amended. In connection
with the Private Placement, the Master Fund entered into a Registration Rights Agreement with the Company pursuant to which the
Company has agreed to register for resale by the Master Fund the shares of Common Stock purchased by the Master Fund pursuant to
the deadlines set forth in the Registration Rights Agreement.
The foregoing summaries
of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of
the form of the agreements, which are included as Exhibits
99.1
and
99.2
hereto and are incorporated herein.
Item 5. Interest in Securities of the
Issuer
.
(a) The Reporting Persons
beneficially own in the aggregate 1,928,925 shares of Common Stock, which represents approximately 6.5% of the Company’s
outstanding shares of Common Stock. In addition, Mr. Fox directly holds 41,294 restricted stock units, which each represent a contingent
right to receive one share of Common Stock. Mr. Fox and the Master Fund directly hold the number and percentage of shares of Common
Stock disclosed as beneficially owned by him or it in the applicable table set forth on the cover page to this Statement. Mr. Fox
has the sole power to vote and to dispose of the shares directly held by him, as disclosed in the applicable table set forth on
the cover page to this Statement.
The percentage ownership
of shares of Common Stock set forth in this Statement is based on 28,394,505 shares of Common Stock outstanding as of August 7,
2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, plus 1,193,762 shares
issued by the Company in the Private Placement on August 9, 2019.
(c) Other than the
Private Placement, there have been no transactions effected by the Reporting Persons in the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set
forth in Item 4 above relating to the Private Placement is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
CUSIP No.
76118L102
|
13D
|
Page
6 of 6 Pages
|
SIGNATURE
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true,
complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: August 14, 2019
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
|
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PARK CITY CAPITAL, LLC
|
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By:
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/s/ Michael J. Fox
|
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By:
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/s/ Michael J. Fox
|
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Michael J. Fox,
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Michael J. Fox,
|
|
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Director
|
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Manager
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MICHAEL J. FOX
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By:
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/s/ Michael J. Fox
|
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Michael J. Fox
|
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