SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

RESONANT INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

76118L 10 2

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 76118L 10 2

13G

 

 

 

1

Names of Reporting Persons:
Terry Lingren

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power:
426,666

 

6

Shared Voting Power:
10

 

7

Sole Dispositive Power:
426,666

 

8

Shared Dispositive Power:
10

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
426,676

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9):
6.1%

 

 

12

Type of Reporting Person (See Instructions):
IN

 

2


 

CUSIP No. 76118L 10 2

13G

 

 

Item 1(a).

Name of Issuer:
Resonant Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
110 Castilian Drive, Suite 100

Goleta, California 93117

 

Item 2(a).

Name of Person Filing:
Terry Lingren

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Terry Lingren

Resonant Inc.

110 Castilian Drive, Suite 100

Goleta, California 93117

Item 2(c).

Citizenship:
United States

Item 2(d).

Title of Class of Securities:
Common Stock, $0.001 par value per share

Item 2(e).

CUSIP Number:
76118L 10 2

 

Item 3.

Not Applicable

 

 

Item 4.

Ownership:

 

 

(a)

Amount beneficially owned as of December 31, 2014:    426,676*

* Consists of (i) 343,333 shares of common stock held of record by Mr. Lingren, (ii) 10 shares of common stock held of record by Mr. Lingren’s adult son, and (iii) 83,333 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of December 31, 2014. Mr. Lingren may be deemed to share voting and dispositive power with respect to the shares held by his adult son.

 

(b)

Percent of class:    6.1%

Based on 6,931,984 outstanding shares as of December 31, 2014.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

426,666

 

 

(ii)

Shared power to vote or to direct the vote:    

10*

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

426,666

 

 

(iv)

Shared power to dispose or to direct the disposition of:    10*

* Mr. Lingren may be deemed to have shared power to vote, or direct the vote of, and shared power to dispose of, or direct the disposition of, shares held by his adult son.

 

3


 

CUSIP No. 76118L 10 2

13G

 

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

 

4


 

CUSIP No. 76118L 10 2

13G

 

 

 

Item 10.

Certifications:

 

Not Applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 4, 2015

 

 

 

 

/s/ TERRY LINGREN

 

TERRY LINGREN

 

5