4//SEC Filing
LAVELLE PATRICK M 4
Accession 0001104659-25-031189
CIK 0000807707other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 4:22 PM ET
Size
11.7 KB
Accession
0001104659-25-031189
Insider Transaction Report
Form 4
LAVELLE PATRICK M
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Class A Common Stock
2025-04-01$7.50/sh−609,744$4,573,080→ 0 total(indirect: By Trust) - Disposition to Issuer
SERP Restricted Stock Units
2025-04-01−220,854→ 0 total→ Class A Common Stock (220,854 underlying) - Award
SERP Restricted Stock Units
2025-03-24+6,667→ 6,667 total→ Class A Common Stock (6,667 underlying)
Footnotes (5)
- [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. 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 Class A Common Stock or a combination of both. These RSUs were cancelled in connection with the Merger.
- [F5]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 0001254157
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 4:22 PM ET
- Size
- 11.7 KB