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SCHEDULE Filed 2025-04-01 Event 2025-04-01 SEC 0001104659-25-030433 →

SHALAM JOHN J VOXX International Corp

Stake: Shares: CUSIP: 91829F104 Class: Class A Common Stock, $.01 par value per share

Item 4 — Purpose of Transaction

Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph after the last paragraph of Item 4: On April 1, 2025, the Issuer completed its previously announced transaction contemplated by that certain Agreement and Plan of Merger dated as of December 17, 2024 (the "Merger Agreement"), by and among the Issuer, Gentex Corporation, a Michigan corporation ("Gentex"), and Instrument Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Gentex ("Merger Sub"). Pursuant to the terms and conditions set forth in the Merger Agreement, on April 1, 2025, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation"). As a result of the Merger, the Issuer became a wholly owned subsidiary of Gentex. On the effective date and time of the Merger, (i) each issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock, par value $0.01 per share ("Class B Common Stock", and together with the Class A Common Stock, the "Issuer Common Stock") (other than (i) shares owned by Gentex, Merger Sub, the Company, or any of their respective subsidiaries, which were cancelled and ceased to exist, and for which no consideration was paid, and (ii) shares that were not voted in favor of the adoption of the Merger Agreement and for which the holder properly exercised appraisal rights in accordance with the Delaware General Corporation Law in respect of such shares) were cancelled and converted into the right to receive an amount of cash equal to $7.50, without interest (including the shares of Issuer Common Stock beneficially owned by the Reporting Persons), and (ii) each outstanding restricted stock unit of the Issuer (the "Issuer RSUs"), whether vested or unvested as of the effective time of the Merger, was cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of shares of Issuer Common Stock underlying such Issuer RSU multiplied by (b) $7.50, less applicable withholding taxes (including Issuer RSUs owned by Mr. J. Shalam and Mr. A. Shalam). The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.

Cross-References

Insider Activity (last 365d)
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Issuer Cluster
6 13D/G filings on this issuer
5 other filings besides this one
Filer Track Record
1 filings by this filer
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Short Interest
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Other 13D/G Filings on VOXX International Corp

FiledFormFilerStakeShares
2025-04-03 SCHEDULE GAMCO INVESTORS, INC. ET AL view →
2025-03-10 SCHEDULE GAMCO INVESTORS, INC. ET AL 5.50% 1,111,805 view →
2024-01-09 SC GENTEX CORP view →
2024-01-09 SC Kahli Beat view →
2022-07-18 SC Kahli Beat view →

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