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. 1)*

 

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
Authorized to Receive Notices and Communications)

 
February 27, 2015
(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

 

425,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

425,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

425,000

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.15%

 
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

 
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

 

425,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

425,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

425,000

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.15%

 
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

 

OO

 
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

 

0

  8

SHARED VOTING POWER

 

425,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

425,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

425,000

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.15%

 
14

TYPE OF REPORTING PERSON

 

IN

 
         

 

 
 

CUSIP No. 76118L102 13D Page 5 of 6 Pages

 

 

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) 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. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons in this Statement, including brokerage commissions, was approximately $3,645,022. The source of funds was working capital of the Master Fund.

 

Item 5. Interest in Securities of the Issuer.

(a)      The Reporting Persons beneficially own in the aggregate 425,000 shares of Common Stock, which represents approximately 6.15% of the Company’s outstanding shares of Common Stock. The Master Fund directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it 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 6,907,984 shares of Common Stock issued and outstanding as of November 1, 2014, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2014.

 

(c)      The transactions effected by the Reporting Persons in the Common Stock since the filing of the Schedule 13D on February 26, 2015 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

 
 

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: March 2, 2015

 

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

 

 

 

 
 



Schedule A

 

Transactions by Park City Capital Offshore Master, Ltd. in the Common Stock since the filing of the Schedule 13D on February 26, 2015:

 

 

Transaction Date Number of Shares
Bought/(Sold)
Price Per
Share ($)
02/26/15 17,749 10.1252
02/27/15 107,251 10.4737