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. 6)*
| 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 200 Crescent Court, Suite 1575 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 |
| August 17, 2017 |
| (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 | 1,035,000* | ||
| 9 |
SOLE DISPOSITIVE POWER |
0 | ||
| 10 | SHARED DISPOSITIVE POWER |
1,035,000* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,035,000* | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
|
________________
*Does not include warrants to purchase 335,000 shares of common stock.
| 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 | 1,035,000* | ||
| 9 | SOLE DISPOSITIVE POWER | 0 | ||
| 10 | SHARED DISPOSITIVE POWER | 1,035,000* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,035,000* | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% |
|
| 14 |
TYPE OF REPORTING PERSON
IA |
|
________________
*Does not include warrants to purchase 335,000 shares of common stock.
| CUSIP No. 76118L102 | 13D | Page 4 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
|
|
| 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
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | 28,667* | |
| 8 | SHARED VOTING POWER | 1,035,000** | ||
| 9 | SOLE DISPOSITIVE POWER | 28,667* | ||
| 10 | SHARED DISPOSITIVE POWER | 1,035,000** |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,063,667*** | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
________________
*Does not include warrants to purchase 10,700 shares of common stock and 29,594 RSUs, of which 11,627 RSUs were granted to Mr. Fox on June 6, 2017.
**Does not include warrants to purchase 335,000 shares of common stock.
| CUSIP No. 76118L102 | 13D | Page 5 of 6 Pages |
This Amendment No. 6 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 6”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 26, 2015, as amended (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. 6 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 6, the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
Mr. Michael J. Fox has been a member of the Company’s Board of Directors since February 16, 2016. Mr. Fox is the managing member of Park City Capital LLC, the investment advisor of Park City Capital Offshore Master, Ltd.
Mr. Fox believes, and has expressed to the Company, that the Company’s current stock price does not reflect the true value of the Company based on the progress that the Company has made in recent quarters. Mr. Fox has also expressed that he believes the Company may be able to achieve a better outcome for shareholders by pursuing a sale of the Company, which he believes is likely to attract a buyer willing to value the Company more favorably than the current market for the Company’s stock. Mr. Fox has expressed, and expects to continue to express, that if the market continues to fail to reflect the Company’s true value, then he will take further actions to advance the case in support of selling the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
| 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: August 18, 2017
|
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 | |||||