Sec Form 4 Filing - Bernardo Oscar Leonard @ VOXX International Corp - 2023-01-20

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 Bernardo Oscar Leonard 2. Issuer Name and Ticker or Trading Symbol VOXX International Corp [ VOXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Former COO - Klipsch Group Inc (Last) (First) (Middle) C/O KLIPSCH GROUP INC., 3502 WOODVIEW TRACE, STE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2023 (Street) INDIANAPOLIS, IN46268 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

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 Exercisable Expiration Date Title Amount or Number of Shares SERP Restricted Stock Units( 1 ) ( 2 ) 01/20/2023( 1 ) D 8,634( 3 ) ( 4 ) ( 4 ) Class A Common 8,634( 3 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address R elationships Director 10% Owner Officer Other Bernardo Oscar Leonard C/O KLIPSCH GROUP INC. 3502 WOODVIEW TRACE, STE 200 INDIANAPOLIS, IN46268 Former COO - Klipsch Group Inc Signatures /s/ Oscar Bernardo 01/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports the vesting and settlement of grants of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Omnibus Equity Incentive Plan (the "Plan"). At the time of vesting and settlement, the Issuer, in its sole discretion, paid the RSUs in the form of cash. ( 2 )Each RSU represented a contingent right to receive, upon settlement, either (a) one share of Class A Common Stock or (b) a cash payment equal to the fair market value of one share of Class A Common Stock. ( 3 )Represents the aggregate number of RSUs which had vested and were settled in cash on January 20, 2023 based on the Fair Market Value defined as the mean between the highest and lowest quoted selling price of a share of the Issuer's Class A Common Stock on January 19, 2023. ( 4 )The vested balance in the reporting person's SERP account is payable in cash, Class A Common Stock, or a combination of both following a Participant's termination of service due to death, disability, retirement no less than 3 years from the initial date of participation in the Plan or a reason approved by the Board in accordance with Article 2.2 of the Plan.

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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