Statement of Changes in Beneficial Ownership (4)
December 04 2019 - 11:29AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Kelly Dylan |
2. Issuer Name and Ticker or Trading Symbol
Resonant Inc
[
RESN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O RESONANT INC., 175 CREMONA DRIVE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2019 |
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(Street)
GOLETA, CA 93117
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | 12/2/2019 | | A | | 200000 | | (2) | (2) | Common Stock | 200000 | $0 | 200000 | D | |
| Restricted Stock Units | (1) | 12/2/2019 | | A | | 200000 | | (3) | 9/30/2022 | Common Stock | 200000 | $0 | 200000 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Resonant Inc. common stock. |
| (2) | The RSUs will vest in an initial installment of 50,000 shares on December 1, 2020, and in subsequent installments of 50,000 shares on each of December 1, 2021, December 1, 2022, and December 1, 2023. |
| (3) | The RSUs are subject to share price vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of Resonant Inc. common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of Resonant Inc. common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC (the "Applicable Share Price"). The RSUs are eligible to be earned on a quarterly basis based on a linear interpolation of the Applicable Share Price within the price performance range of between $5.00 and $20.00, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price within the price performance range. Once earned, the RSUs vest and become exercisable (y) 50% on the date such RSUs become earned and (z) 50% on September 30, 2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kelly Dylan
C/O RESONANT INC.
175 CREMONA DRIVE, SUITE 200
GOLETA, CA 93117 |
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| Chief Operating Officer |
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Signatures
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| /s/Martin S. McDermut, Attorney-In-Fact | | 12/4/2019 |
| **Signature of Reporting Person | Date |
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