Sec Form 4 Filing - Fox Michael J @ Resonant Inc - 2019-08-09

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 Fox Michael J 2. Issuer Name and Ticker or Trading Symbol Resonant Inc [ RESN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PARK CITY CAPITAL, LLC, 100 CRESCENT COURT, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2019 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/09/2019 P 396,000 ( 1 ) A $ 2.53 1,866,000 ( 2 ) I By Park City Capital Offshore Master, Ltd. Common Stock 62,925 D

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 Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 4,664 4,664 D Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Common Stock 36,630 36,630 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fox Michael J C/O PARK CITY CAPITAL, LLC 100 CRESCENT COURT, SUITE 700 DALLAS, TX75201 X Park City Capital, LLC C/O PARK CITY CAPITAL, LLC 100 CRESCENT COURT, SUITE 700 DALLAS, TX75201 X Signatures /s/ Michael J. Fox 08/13/2019 Signature of Reporting Person Date PARK CITY CAPITAL, LLC, /s/ Michael J. Fox, Manager 08/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares acquired from the Issuer in a private placement at a purchase price of $2.53 per share. ( 2 )Michael J. Fox is the managing member of Park City Capital, LLC, the investment adviser of the fund that directly holds the reported securities. Mr. Fox and Park City Capital, LLC may be deemed to be beneficial owners of the securities directly held by the fund. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. ( 3 )Each restricted stock unit (RSU) represents a contingent right to receive one share of Resonant Inc. common stock. ( 4 )The RSUs were granted on June 12, 2018. The shares vest on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant date and (ii) June 12, 2020. ( 5 )The RSUs were granted on June 11, 2019. 50% of the shares vest on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant or (ii) June 11, 2020, and 50% of the shares shall vest on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 11, 2021.

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