Downing Steven R. Power - 23 Aug 2024 Form 4 Insider Report for VOXX International Corp (VOXX)

Role
Director
Signature
/s/ Steven Downing
Issuer symbol
VOXX
Transactions as of
23 Aug 2024
Net transactions value
+$15,762,500
Form type
4
Filing time
02 Apr 2025, 16:15:12 UTC
Previous filing
21 Feb 2024
Next filing
19 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VOXX Class A Common Stock Purchase $15,762,500 +3,152,500 +95% $5.00 6,463,808 23 Aug 2024 See Footnote F1, F2
transaction VOXX Class A Common Stock Disposed to Issuer $0 -6,463,808 -100% $0.000000 0 01 Apr 2025 See Footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Downing Steven R. Power is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This transaction was executed pursuant to a Stock Purchase Agreement, dated as of August 23, 2024, by and among Gentex Corporation, a Michigan corporation ("Gentex"), Avalon Park International LLC and Avalon Park Group Holding AG.
F2 The reported number of shares are owned directly by Gentex, of which Mr. Downing is the Chief Executive Officer. Accordingly, by virtue of Mr. Downing's relationship with Gentex, Mr. Downing may be deemed to beneficially own the shares of the Issuer's Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), owned directly by Gentex. Mr. Downing disclaims beneficial ownership of the shares of Class A Common Stock owned directly by Gentex except to the extent of his pecuniary interest.
F3 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.
F4 Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time owned by Gentex or any of its subsidiaries was cancelled without consideration.