| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VOXX | SERP Restricted Stock Units | Award | $0 | +3K | $0.00 | 3K | Mar 24, 2025 | Class A Common Stock | 3K | Direct | 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 | F1, F2, F5 | |
| transaction | VOXX | SERP Restricted Stock Units | Disposed to Issuer | -165K | -100% | 0 | Apr 1, 2025 | Class A Common Stock | 165K | Direct | F3, F6 |
John J. Shalam is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 ("Class A Common Stock") and Class B Common Stock, par value $0.01 per share, 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. |
| 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 | Restricted Stock Units ("RSUs") issued pursuant to the Issuer's 2024 Equity Incentive Plan (the "Plan"). Issuer RSUs customarily vest on the later of three years from the date of grant or the grantee reaching the age of 65 years, with the Issuer, in its sole discretion, permitted to settle the RSUs in the form of cash, shares of the Issuer's Class A Common Stock or a combination of both. These RSUs were cancelled in connection with the Merger. |
| F5 | 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. |
| 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. |