Downing Steven R - Aug 23, 2024 Form 4 Insider Report for VOXX International Corp (VOXX)

Role: Director
Signature: /s/ Steven Downing
Stock symbol: VOXX
Transactions as of: Aug 23, 2024
Transactions value $: $15,762,500
Form type: 4
Date filed: 4/2/2025, 04:15 PM
Previous filing: Feb 21, 2024
Next filing: Feb 19, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VOXX	Class A Common Stock	Purchase	$15.8M	+3.15M	+95.2%	$5.00	6.46M	Aug 23, 2024	See Footnote	F1, F2
transaction	VOXX	Class A Common Stock	Disposed to Issuer	$0	-6.46M	-100%	$0.00	0	Apr 1, 2025	See Footnote	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Downing Steven R is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This transaction was executed pursuant to a Stock Purchase Agreement, dated as of August 23, 2024, by and among Gentex Corporation, a Michigan corporation ("Gentex"), Avalon Park International LLC and Avalon Park Group Holding AG.
F2	The reported number of shares are owned directly by Gentex, of which Mr. Downing is the Chief Executive Officer. Accordingly, by virtue of Mr. Downing's relationship with Gentex, Mr. Downing may be deemed to beneficially own the shares of the Issuer's Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), owned directly by Gentex. Mr. Downing disclaims beneficial ownership of the shares of Class A Common Stock owned directly by Gentex except to the extent of his pecuniary interest.
F3	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.
F4	Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time owned by Gentex or any of its subsidiaries was cancelled without consideration.