Ari Shalam - Sep 10, 2020 Form 4 Insider Report for VOXX International Corp (VOXX)

Role
Director
Signature
/s/ Ari M. Shalam
Stock symbol
VOXX
Transactions as of
Sep 10, 2020
Transactions value $
-$30,881,370
Form type
4
Date filed
4/2/2025, 04:18 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VOXX Class A Common Stock Gift $0 +1.92M $0.00 0 Sep 10, 2020 By SHALVOXX A Holdco LLC F1
transaction VOXX Class A Common Stock Disposed to Issuer -$143K -19.1K -100% $7.50 0 Apr 1, 2025 Direct F2, F3
transaction VOXX Class A Common Stock Disposed to Issuer -$14.4M -1.92M -100% $7.50 0 Apr 1, 2025 By SHALVOXX A Holdco LLC F2, F3

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 Class B Common Stock Gift $0 +2.14M $0.00 2.14M Sep 10, 2020 Class A Common Stock 2.14M By SHALVOXX B Holdco LLC F1, F4
transaction VOXX Class B Common Stock Disposed to Issuer -$292K -38.9K -100% $7.50 0 Apr 1, 2025 Class A Common Stock 38.9K Direct F2, F3, F4
transaction VOXX Class B Common Stock Disposed to Issuer -$16.1M -2.14M -100% $7.50 0 Apr 1, 2025 Class A Common Stock 2.14M By SHALVOXX B Holdco LLC F2, F3, F4
transaction VOXX SERP Restricted Stock Units Disposed to Issuer -10K -100% 0 Apr 1, 2025 Class A Common Stock 10K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ari Shalam is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.