SEC Form 3 · accession 0001140361-16-081752
VOXX International Corp · VOXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian Sebastian Geise
Officer — President Voxx Accessories
Period of report
Jul 21, 2016
Accepted (ET)
Oct 4, 2016 · 5:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000807707
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SERP - Restricted Stock Units - Grant Date 01/30/2014F1,F4,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 4,311 | — | D |
| SERP - Restricted Stock Units - Grant Date 12/02/2014F1,F4,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 4,954 | — | D |
| SERP - Restricted Stock Units - Grant Date 07/08/2015F1,F4,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 4,098 | — | D |
| SERP - Restricted Stock Units - Grant Date 07/21/2015F1,F4,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 11,439 | — | D |
Explanation of responses
- F1Grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Omnibus Equity Incentive Plan (the "Plan"). The RSUs will vest on the later of three years from the date of grant or the grantee reaching the age of 65 years. At the time of vesting, the Issuer, in its sole discretion, may pay RSUs in the form of cash, shares of the Issuer's Class A Common Stock or a combination of both. This Form 4 includes the reporting person's balance in the Issuer's Supplemental Executive Retirement Plan ("SERP") that is hypothetically invested 100% in the Issuer's Class A Common Stock on the date of grant.
- F2The vested balance in the reporting person's SERP account is payable in cash, Class A Common Stock or a combination of both following a Participant's termination of service due to death, Disability, retirement no less than 3 years from the initial date of participation in the Plan or a reason approved by the Board in accordance with Article 2.2 of the Plan.
- F3Represents the aggregate 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 between the highest and lowest quoted selling price of a share of the Issuer's Class A Common Stock on each of the grant dates, January 30, 2014, December 2, 2014, July 8, 2015 and July 21, 2016, respectively.
- F4The number of RSUs allocated to the reporting person under the SERP is determined by dividing the amount of deferred eligible director compensation by the Fair Market Value of a share of the Issuer's Class A Common Stock on each applicable award date.