Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carnifax Richard K

(Last)

(First)

(Middle)

15147 N SCOTTSDALE RD STE H300

(Street)

SCOTTSDALE

85254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL ELECTRONICS INC [ UEIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	S.V.P. Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2024		M		673	A	⁽¹⁾	7,938	D
Common Stock	11/09/2024		F		281⁽²⁾	D	$10.25⁽³⁾	7,657	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	11/09/2024		M			673	⁽⁴⁾	⁽⁴⁾	Common Stock	673	$0	19,298	D
Employee Stock Option (Rt to Buy)	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	0		18,465⁽⁷⁾	D
Performance Stock Units	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	0		14,001⁽¹⁰⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of UEI common stock.

2. This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs also reported on this Form 4.

3. Price determined in accordance with the terms of the Company's applicable Stock Incentive Plan.

4. The restricted stock units vest in accordance with the vesting schedule of each RSU Grant.

5. Exercise Price Determined in accordance with the terms of the Company's applicable Stock Incentive Plan.

6. The Exercisable and Expiration Dates were reported at the time the Stock Options were granted.

7. This figure represents an aggregate number of stock options held by Reporting Person.

8. Each performance stock unit represents a contingent right to receive one share of UEI common stock.

9. The performance stock units vest in accordance with the vesting schedule of each PSU Grant.

10. This figure represents an aggregate number of performance stock units held by Reporting Person.

Remarks:

	/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated May 7, 2024	11/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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