RESN Resonant Inc

CUSIP No. 76118L 10 2

13G

1

Names of Reporting Persons:
Neal Fenzi

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:
458,858

6

Shared Voting Power:
0

7

Sole Dispositive Power:
458,858

8

Shared Dispositive Power:
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
458,858

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):
3.6%

12

Type of Reporting Person (See Instructions):
IN

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:
Neal Fenzi

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Neal Fenzi

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

CUSIP No. 76118L 10 2

13G

Item 4.

Ownership:

(a)

Amount beneficially owned as of December 31, 2016:  458,858*

* Consists of (i) 355,679 shares of common stock held of record by Mr. Fenzi, (ii) 7,346 shares of common stock issuable pursuant to restricted stock units that vest within 60 days of December 31, 2016, (iii) 7,500 shares of common stock issuable pursuant to outstanding options exercisable within 60 days of December 31, 2016, and (iv) 88,333 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of December 31, 2016.

(b)

Percent of class:  3.6%

Based on 12,468,647 outstanding shares as of December 31, 2016.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

458,858

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

458,858

(iv)

Shared power to dispose or to direct the disposition of:   

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

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

CUSIP No. 76118L 10 2

13G

Item 10.

Certifications:

Not Applicable

Dated: January 13, 2017

/s/ NEAL FENZI

NEAL FENZI