Director Shalam Ari received a gift of 1,915,373 shares and returned $14,508,225 worth of shares to the company (1,934,430 units at $7.50), closing all direct ownership in the company (SEC Form 4)
$VOXX
Electronic Components
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
VOXX International Corp [ VOXX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2020 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 09/10/2020 | G(1) | 1,915,373 | A | $0 | 0 | I | By SHALVOXX A Holdco LLC | ||
| Class A Common Stock | 04/01/2025 | D(2)(3) | 19,057 | D | $7.5 | 0 | D | |||
| Class A Common Stock | 04/01/2025 | D(2)(3) | 1,915,373 | D | $7.5 | 0 | I | By SHALVOXX A Holdco LLC | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (4) | 09/10/2020 | G(1) | 2,144,152 | (4) | (4) | Class A Common Stock | 2,144,152 | $0 | 2,144,152 | I | By SHALVOXX B Holdco LLC | |||
| Class B Common Stock | (4) | 04/01/2025 | D(2)(3) | 38,934 | (4) | (4) | Class A Common Stock | 38,934 | $7.5 | 0 | D | ||||
| Class B Common Stock | (4) | 04/01/2025 | D(2)(3) | 2,144,152 | (4) | (4) | Class A Common Stock | 2,144,152 | $7.5 | 0 | I | By SHALVOXX B Holdco LLC | |||
| SERP Restricted Stock Units | (5) | 04/01/2025 | D(6) | 10,000 | (6) | (6) | Class A Common Stock | 10,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. On September 10, 2020, John J. Shalam transferred 1,915,373 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") to SHALVOXX A Holdco LLC, and 2,144,152 shares of Class B Common Stock, $0.01 par value per share (together with the Class A Common Stock, the "Company Common Stock") to SHALVOXX B Holdco LLC. The Reporting Person is a Manager of such entities. The Reporting disclaims beneficial ownership of the shares of Company Common Stock held by such entities except to the extent of his pecuniary interest. |
| 2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 17, 2024, by and among the Issuer, Gentex Corporation, a Michigan corporation ("Gentex"), and Instrument Merger Sub, Inc., a Delaware corporation wholly owned by Gentex ("Merger Sub"), on April 1, 2025, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Gentex. |
| 3. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive cash in the amount of $7.50 per share without interest and less applicable withholding taxes, subject to certain exceptions specified in the Merger Agreement. |
| 4. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The Class B Common Stock does not have an expiration date. |
| 5. The investment return on contributions in the SERP is generally equal to the earnings and losses that would occur if 100% of the contributions were invested in the Issuer's Class A Common Stock on the date of grant. Vested balances in the SERP are settled in the Issuer's sole discretion in the form of cash, shares of the Issuer's Class A Common Stock or a combination of both. |
| 6. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit of the Issuer outstanding immediately before the Effective Time automatically vested in full (if unvested) and was cancelled and converted into the right to receive a cash payment equal to the product of the number of shares of Class A Common Stock subject to the restricted stock unit award multiplied by $7.50, less applicable withholding taxes. |
| /s/ Ari M. Shalam | 04/01/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||