John Adamovich Jr - Apr 1, 2025 Form 4 Insider Report for VOXX International Corp (VOXX)

Role
Director
Signature
/s/ John Adamovich, Jr.
Stock symbol
VOXX
Transactions as of
Apr 1, 2025
Transactions value $
-$97,500
Form type
4
Date filed
4/2/2025, 04:17 PM
Previous filing
May 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VOXX Class A Common Stock Disposed to Issuer -$97.5K -13K -100% $7.50 0 Apr 1, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VOXX SERP Restricted Stock Units Disposed to Issuer -10K -100% 0 Apr 1, 2025 Class A Common Stock 10K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Adamovich Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A Common Stock, par value $0.01 per share and Class B Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time of the Merger, 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.
F3 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.
F4 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.