FORM 4
[X] 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
                      

1. Name and Address of Reporting Person *

MCDERMUT MARTIN S		 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 Financial Officer
(Last)          (First)          (Middle)

C/O RESONANT INC. 10900 STONELAKE BLVD.,, SUITE 100, OFFICE 02-130		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2022
(Street)

AUSTIN, TX 78759
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/28/2022  U  268425 D$4.50 0 D  
Common Stock 3/28/2022  U  3400 D$4.50 0 I By Mr. McDermut's Spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $6.00 3/28/2022  D     12000   (1)5/28/2024 Common Stock 12000  (1)0 D  
Restricted Stock Units  (2)3/28/2022  D     1918   (3) (3)Common Stock 1918 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     29544   (4) (4)Common Stock 29544 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     35499   (5) (5)Common Stock 35499 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     15000   (6) (6)Common Stock 15000 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     61272   (7) (7)Common Stock 61272 $4.50 0 D  
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) Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
(3) In connection with the Merger, 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.
(4) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 14,772 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.
(5) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 11,833 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.
(6) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 7,500 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.
(7) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 15,318 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MCDERMUT MARTIN S
C/O RESONANT INC. 10900 STONELAKE BLVD.,
SUITE 100, OFFICE 02-130
AUSTIN, TX 78759

Chief Financial Officer
Signatures
/s/Martin S. McDermut3/28/2022
**Signature of Reporting PersonDate
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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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