Statement of Changes in Beneficial Ownership (4)
15 October 2020 - 7:00AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gibson Denise W. |
2. Issuer Name and Ticker or Trading Symbol
VOXX International Corp
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VOXX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VOXX INTERNATIONAL CORPORATION, 2351 J. LAWSON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/12/2020 |
(Street)
ORLANDO, FL 32824
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
SERP Restricted Stock Units (1) | (2) | 10/12/2020 (1) | | A | | 10000 (3) | | (4) | (4) | Class A Common | 10000 (3) | $0 (5) | 10000 (3) | D | |
Explanation of Responses: |
(1) | This Form 4 is filed to report a grant of Restricted Stock Units ("RSUs") pursuant to the Issuer's 2014 Omnibus Equity Incentive Plan, as amended (the "Plan"). The RSUs vested on the date of grant, however, they will not be settled by the Issuer until the Reporting Person's resignation or removal from the Board, or termination of service due to death, upon a Change in Control or a reason approved by the Board in accordance with Article 2.2 of the Plan. |
(2) | The investment return on contributions in the SERP is generally equal to the earnings and losses that would occur if 100% of the contribution was invested in the Issuer's Class A Common Stock on the date of grant. Vested balances 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. |
(3) | Represents the number of RSUs allocated to the Reporting Person under the SERP as of the date of grant based on the Fair Market Value defined as the mean of the highest and lowest quoted selling price of a share of the Issuer's Class A Common Stock on October 12, 2020. |
(4) | The vested balance in the Reporting Person's SERP account is payable in cash, Class A Common Stock or a combination of both at the Issuer's discretion, following the Reporting Person's resignation or removal from the Board, or termination of service due to death, upon a Change in Control or a reason approved by the Board in accordance with Article 2.2 of the Plan. |
(5) | The number of RSUs allocated to the reporting person under the SERP was determined by dividing the amount of compensation by the Fair Market Value of a share of the Issuer's Class A Common Stock on the award date |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gibson Denise W. C/O VOXX INTERNATIONAL CORPORATION 2351 J. LAWSON BLVD. ORLANDO, FL 32824 | X |
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Signatures
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/s/ Denise W. Gibson | | 10/13/2020 |
**Signature of Reporting Person | Date |
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