Sec Form 4 Filing - Wolf Lisa G @ Resonant Inc - 2022-03-28

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wolf Lisa G 2. Issuer Name and Ticker or Trading Symbol Resonant Inc [ RESN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O RESONANT INC.10900 STONELAKE BLVD.,, SUITE 100, OFFICE 02-130 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2022 (Street) AUSTIN, TX78759 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/28/2022 U 170,568 D $ 4.5 0 D Common Stock 03/28/2022 U 40 D $ 4.5 0 I By Ms. Wolf's daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Options (Right to Buy) $ 7.2 03/28/2022 D 5,000 ( 1 ) 06/30/2024 Common Stock 5,000 ( 1 ) 0 D Stock Options (Right to Buy) $ 5.07 03/28/2022 D 25,000 ( 1 ) 08/08/2026 Common Stock 25,000 ( 1 ) 0 D Stock Options (Right to Buy) $ 4.36 03/28/2022 D 15,319 ( 2 ) 02/02/2027 Common Stock 15,319 ( 2 ) 0 D Stock Options (Right to Buy) $ 4.51 03/28/2022 D 6,688 ( 1 ) 08/07/2027 Common Stock 6,688 ( 1 ) 0 D Stock Options (Right to Buy) $ 4.62 03/28/2022 D 4,808 ( 1 ) 11/06/2027 Common Stock 4,808 ( 1 ) 0 D Restricted Stock Units ( 3 ) 03/28/2022 D 6,931 ( 4 ) ( 4 ) Common Stock 6,931 $ 4.5 0 D Restricted Stock Units ( 3 ) 03/28/2022 D 20,787 ( 5 ) ( 5 ) Common Stock 20,787 $ 4.5 0 D Restricted Stock Units ( 3 ) 03/28/2022 D 29,577 ( 6 ) ( 6 ) Common Stock 29,577 $ 4.5 0 D Restricted Stock Units ( 3 ) 03/28/2022 D 25,000 ( 7 ) ( 7 ) Common Stock 25,000 $ 4.5 0 D Restricted Stock Units ( 3 ) 03/28/2022 D 53,244 ( 8 ) ( 8 ) Common Stock 53,244 $ 4.5 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolf Lisa G C/O RESONANT INC.10900 STONELAKE BLVD., SUITE 100, OFFICE 02-130 AUSTIN, TX78759 Chief Accounting Officer Signatures /s/ Martin S. McDermut, Attorney-In-Fact 03/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Agreement and Plan of Merger, dated February 14, 2022, by and among Murata Electronics North America, Inc., PJ Cosmos Acquisition Company, Inc. and Resonant Inc. (the "Merger Agreement"), this stock option, which is fully vested, was cancelled in the merger. ( 2 )In connection with the Merger Agreement, this stock option, which is fully vested, was assumed and converted into a right of the holder to receive, no later than the first payroll date that occurs at least five business days after the closing of the merger, an amount in cash equal to the excess of the per share merger consideration of $4.50 over the exercise price per share of the common stock subject to the stock option multiplied by the total number of shares of common stock subject to such stock option immediately prior to the merger. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock. ( 4 )In connection with the Merger Agreement, these restricted stock units, which provided for vesting on December 1, 2022, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash. ( 5 )In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 10,394 shares on December 1, 2022 and 10,393 shares on December 1, 2023, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash. ( 6 )In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 9,859 shares on each of December 1, 2022, December 1, 2023, and December 1, 2024, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash. ( 7 )In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 12,500 shares on each of December 1, 2022 and December 1, 2023, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash. ( 8 )In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 13,111 shares on each of December 1, 2022, December 1, 2023, December 1, 2024, and December 1, 2025, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.

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).

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