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)*

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)

 
February 11, 2020
(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   2,000,000  
9 SOLE DISPOSITIVE POWER 0  
10 SHARED DISPOSITIVE POWER 2,000,000  

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

2,000,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%

 
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   2,000,000  
9 SOLE DISPOSITIVE POWER 0  
10 SHARED DISPOSITIVE POWER 2,000,000  

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

2,000,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%

 
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   2,000,000  
9 SOLE DISPOSITIVE POWER 62,925*  
10 SHARED DISPOSITIVE POWER 2,000,000  

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

2,062,925*

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

 
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. 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.

 

 

 

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: February 13, 2020

 

PARK CITY CAPITAL OFFSHORE MASTER, LTD.   PARK CITY CAPITAL, LLC  
           
By: /s/ Michael J. Fox   By: /s/ Michael J. Fox  
  Michael J. Fox,     Michael J. Fox,  
  Director     Manager  
           
      MICHAEL J. FOX  
           
      By: /s/ Michael J. Fox  
        Michael J. Fox  

 

 

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