Sec Form 4 Filing - ARLING PAUL D @ UNIVERSAL ELECTRONICS INC - 2024-02-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ARLING PAUL D 2. Issuer Name and Ticker or Trading Symbol UNIVERSAL ELECTRONICS INC [ UEIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 15147 NORTH SCOTTSDALE ROAD, H300 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2024 (Street) SCOTTSDALE, AZ85254 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11,800 D Common Stock 1,000 I By Spouse Common Stock 258,944 I ( 1 ) By Arling Family Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date E xercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 02/07/2024 A 36,000 ( 3 ) ( 3 ) Common Stock 36,000 $ 0 107,679 D Performance Stock Units ( 4 ) 02/07/2024 A 36,000 ( 5 ) ( 5 ) Common Stock 36,000 $ 0 36,000 D Employee Stock Option (Rt to Buy) $ 62.7 02/08/2024 J( 6 ) 38,245 02/08/2018 02/08/2024 Common Stock 38,245 $ 0 418,830 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARLING PAUL D 15147 NORTH SCOTTSDALE ROAD H300 SCOTTSDALE, AZ85254 X CEO Signatures /s/Paul D. Arling, by Richard A. Firehammer, Jr., pursuant to Limited Power of Attorney dated January 22, 2003 (attached) 02/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by the Arling Family Trust. Mr. Arling disclaims beneficial ownership of the shares held by the Trust. ( 2 )Each restricted stock unit represents a contingent right to receive one share of UEI common stock. ( 3 )Restricted Stock Grant was approved by the Compensation Committee of the Board of Directors on January 25, 2024 and ratified and approved by the Board of Directors on February 7, 2024 and granted on February 7, 2024. The shares will vest over 3 years with 33.33% vesting on the first anniversary of the grant date and 8.33% vesting on each quarterly anniversary of the grant date thereafter. The shares will be fully vested on the third anniversary of the grant date. ( 4 )Each performance stock unit represents a contingent right to receive one share of UEI common stock. ( 5 )Performance Stock Grant was approved by the Compensation Committee of the Board of Directors on January 25, 2024 and ratified and approved by the Board of Directors on February 7, 2024, and granted on February 7, 2024. The performance stock unit awards will vest in 3 separate tranches with 3 separate stock price and service conditions. Each tranche will vest only when both the stock price and service conditions have been achieved. The stock price condition for each tranche must be met on or by the third anniversary of the grant (2/7/2027). Any unvested tranche will expire at close of business on 2/7/2027. ( 6 )Expiry of Employee Stock Options. ( 7 )This figure represents an aggregate number of stock options held by Reporting Person.

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).

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