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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 10/8/20 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 807707 |
| Issuer Name: VOXX International Corp |
| Issuer Trading Symbol: VOXX |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 903634 |
| | Owner Name: SHALAM JOHN J |
| Reporting Owner Address: |
| | Owner Street 1: C/O VOXX INTERNATIONAL CORPORATION |
| | Owner Street 2: 2351 J LAWSON BLVD |
| | Owner City: ORLANDO |
| | Owner State: FL |
| | Owner ZIP Code: 32824 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: Chairman of the Board |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 10/8/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,444,900.5 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,926,534 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Note |
| Footnote ID: F5 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,179 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 10/8/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,608,114 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,608,114 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,144,152 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See note |
| Footnote ID: F8 |
| Footnotes: |
| Footnote - F1: For estate planning purposes, John J. Shalam (the "Reporting Person" or "Mr. Shalam") gifted an aggregate 75% membership interest in SHALVOXX A HOLDCO LLC ("ShalvoxxA") and an aggregate 75% membership interest in SHALVOXX B HOLDCO LLC ("ShalvoxxB"), in each case, 25% to each of three trusts established by him for the benefit of each of his three sons. Prior to such gifts, on September 10, 2020, Mr. Shalam transferred 1,926,534 shares of Class A Common Stock and 2,144,152 shares of Class B Common Stock directly owned by him to ShalvoxxA and ShalvoxxB, respectively, for no consideration in exchange, and at such time Mr. Shalam owned 100% of the membership interests in each such limited liability company. Following such gifts, Mr. Shalam holds a 25% membership interest in each such company. Mr. Shalam also is a manager of each of ShalvoxxA and ShalvoxxB and has sole voting and dispositive power of the shares of common stock the Issuer held by each such company. |
| Footnote - F2: Represents the Reporting Person's gift of an aggregate 75% proportionate pecuniary interest in the total number of shares of the Issuer's common stock directly held by ShalvoxxA or ShalvoxB, as the case may be. |
| Footnote - F3: Not applicable. |
| Footnote - F4: Represents the total number of shares of the Issuer's common stock directly held by ShalvoxxA or ShalvoxB, as the case may be, without reduction for the gift described in notes 1 and 2 above. However, the Reporting Person disclaims beneficial ownership of such shares except to the extent of of his pecuniary interest. |
| Footnote - F5: Indirectly owned through ShalvoxxA. |
| Footnote - F6: Inadvertently not previously reported. |
| Footnote - F7: Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The Class B Common Stock does not have an expiration date. |
| Footnote - F8: Indirectly owned through ShalvoxxB. |
| Owner Signature: |
| Signature Name: /s/ John J. Shalam |
| Signature Date: 10/15/20 |
