SEC Form 4 · accession 0001140361-17-032483
VOXX International Corp · VOXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick M Lavelle
Officer — President and CEO · Director
Period of report
Jul 20, 2017
Accepted (ET)
Aug 16, 2017 · 5:24 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 | Aug 11, 2017 | J | 10,535 | $0.00 | D | 44,764 | D | |
| Class A Common Stock | Aug 16, 2017 | J | 5,000 | $0.00 | D | 39,764 | 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 UnitsF2,F4,F6,F3,F5 | — | Jul 20, 2017 | A | 16,504 | A | — | — | Class A Common | 16,504 | 16,504 | D |
Explanation of responses
- F1The shares were transferred pursuant to a marital settlement agreement.
- F2This Form 4 is filed to report a grant 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.
- F3The 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.
- F4Represents 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 July 20, 2017.
- F5The 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 date of grant or a reason approved by the Board in accordance with Article 2.2 of the Plan.
- F6The number of RSUs allocated to the reporting person under the SERP is determined by dividing the amount of deferred eligible compensation by the Fair Market Value of a share of the Issuer's Class A Common Stock on each applicable award date.