Amended Statement of Beneficial Ownership (sc 13d/a)
February 13 2020 - 4:53PM
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 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. 10)*
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RESONANT INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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76118L102
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(CUSIP Number)
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Michael J. Fox
Park City Capital, LLC
100 Crescent Court, Suite 700
Dallas, Texas 75201
(214) 855-0800
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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)
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February
11, 2020
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(Date of Event Which Requires Filing of this Statement)
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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).
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CUSIP No. 76118L102
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13D
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,000,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 76118L102
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13D
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
PARK CITY CAPITAL, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO; AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,000,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 76118L102
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13D
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Page 4 of 6 Pages
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1
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NAME OF REPORTING PERSON
MICHAEL J. FOX
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF; OO; AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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62,925*
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8
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SHARED VOTING POWER
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2,000,000
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9
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SOLE DISPOSITIVE POWER
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62,925*
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10
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SHARED DISPOSITIVE POWER
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2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,062,925*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14
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TYPE OF REPORTING PERSON
IN
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* 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.
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CUSIP No. 76118L102
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13D
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Page
5 of 6 Pages
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This Amendment No.
10 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 10”) 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. 10 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 10, the Schedule 13D
remains unchanged.
Item 5. Interest in Securities of the
Issuer.
(a) The Reporting Persons
beneficially own in the aggregate 2,062,925 shares of Common Stock, which represents approximately 4.1% 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 49,922,128 shares of Common Stock outstanding following the completion
of the Company’s public offering of Common Stock on February 11, 2020, as reported in the Company’s Prospectus Supplement
filed with the Securities and Exchange Commission on February 7, 2020.
(c) On February 11,
2020, the Reporting Persons acquired 134,000 shares of Common Stock from the Company in a public offering at a public offering
price of $1.50 per share.
(e) As of February
11, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common
Stock.
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CUSIP No. 76118L102
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13D
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Page
6 of 6 Pages
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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: February 13, 2020
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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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