Sec Form 4 Filing - Hackworth Bryan M @ UNIVERSAL ELECTRONICS INC - 2017-02-08

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 Hackworth Bryan M 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) SVP and CFO (Last) (First) (Middle) 201 EAST SANDPOINTE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2017 (Street) SANTA ANA, CA92707-6708 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 Restricted Stock Units ( 1 ) $ 0 02/08/2017 A 4,785 ( 1 ) ( 1 ) Common Stock 4,785 $ 0 10,136 D Employee Stock Option (Rt to Buy) ( 2 ) $ 62.7 ( 3 ) 02/08/2017 A 15,300 02/08/2018 02/08/2024 Common Stock 15,300 $ 62.7 ( 3 ) 76,830 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hackworth Bryan M 201 EAST SANDPOINTE 8TH FLOOR SANTA ANA, CA92707-6708 SVP and CFO Signatures /s/Bryan M. Hackworth, by Richard A. Firehammer, Jr., pursuant to Limited Power of Attorney dated August 5, 2006 (attached) 02/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Grant was approved by the Compensation Committee of the Board of Directors on January 19, 2017 and ratified and approved by the Board of Directors on February 8, 2017, and granted on February 8, 2017 and will vest over a 3 year vesting schedule of 33.33% on February 8, 2018, and 8.33% quarterly thereafter. ( 2 )Employee Stock Option Grant was approved by the Compensation Committee of the Board of Directors on January 19, 2017 and ratified and approved by the Board of Directors on February 8, 2017, and granted on February 8, 2017 and will vest over a 3 year vesting schedule of 33.33% on February 8, 2018, and 8.33% quarterly thereafter. These Stock Options have a 7 year life. ( 3 )Exercise Price determined in accordance with the terms of the Company's applicable Stock Incentive 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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