4//SEC Filing
Shalam Ari 4
Accession 0001104659-25-031173
CIK 0000807707other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 4:18 PM ET
Size
19.8 KB
Accession
0001104659-25-031173
Insider Transaction Report
Form 4
Shalam Ari
Director
Transactions
- Gift
Class A Common Stock
2020-09-10+1,915,373→ 0 total(indirect: By LLC) - Disposition to Issuer
SERP Restricted Stock Units
2025-04-01−10,000→ 0 total→ Class A Common Stock (10,000 underlying) - Disposition to Issuer
Class A Common Stock
2025-04-01$7.50/sh−19,057$142,928→ 0 total - Disposition to Issuer
Class A Common Stock
2025-04-01$7.50/sh−1,915,373$14,365,298→ 0 total(indirect: By LLC) - Gift
Class B Common Stock
2020-09-10+2,144,152→ 2,144,152 total(indirect: By LLC)→ Class A Common Stock (2,144,152 underlying) - Disposition to Issuer
Class B Common Stock
2025-04-01$7.50/sh−38,934$292,005→ 0 total→ Class A Common Stock (38,934 underlying) - Disposition to Issuer
Class B Common Stock
2025-04-01$7.50/sh−2,144,152$16,081,140→ 0 total(indirect: By LLC)→ Class A Common Stock (2,144,152 underlying)
Footnotes (6)
- [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.
Documents
Issuer
VOXX International Corp
CIK 0000807707
Entity typeother
Related Parties
1- filerCIK 0001526394
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 4:18 PM ET
- Size
- 19.8 KB