Sec Form 4/A Filing - SHALAM JOHN J @ VOXX International Corp - 2020-10-08

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SHALAM JOHN J 2. Issuer Name and Ticker or Trading Symbol VOXX International Corp [ VOXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chairman of the Board (Last) (First) (Middle) C/O VOXX INTERNATIONAL CORPORATION, 2351 J LAWSON BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2020 (Street) ORLANDO, FL32824 4. If Amendment, Date Original Filed (MM/DD/YY) 10/15/2020 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 Class A Common Stock 10/08/2020 G( 1 ) 1,444,900.5 ( 2 ) D 1,915,373 ( 4 ) I See Note ( 5 ) Class A Common Stock 17,340 ( 6 ) 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 (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 Class B Common Stock ( 7 ) 10/08/2020 G( 1 ) 1,608,114 ( 2 ) ( 7 ) ( 7 ) Class A Common Stock 1,608,114 ( 3 ) 2,144,152 ( 4 ) I See note ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHALAM JOHN J C/O VOXX INTERNATIONAL CORPORATION 2351 J LAWSON BLVD ORLANDO, FL32824 X X Chairman of the Board Signatures /s/ John J. Shalam 11/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For estate planning purposes, John J. Shalam (the "Reporting Person" or "Mr. Shalam") gifted an aggregate 75% membership interest in SHALVOXX A HOLDCO LLC ("ShalvoxxA") and an aggregate 75% membership interest in SHALVOXX B HOLDCO LLC ("ShalvoxxB"), in each case, 25% to each of three trusts established by him for the benefit of each of his three sons. In the original Form 4, it was reported that prior to such gifts, on September 10, 2020, Mr. Shalam transferred 1,926,534 shares of Class A Common Stock and 2,144,152 shares of Class B Common Stock directly owned by him to ShalvoxxA and ShalvoxxB, respectively, for no consideration in exchange, and at such time Mr. Shalam owned 100% of the membership interests in each such limited liability company. Mr. Shalam actually transferred 1,915,373 Class A Common Stock shares to ShalvoxxA. Following such gifts, Mr. Shalam holds a 25% membership interest in each such company. Mr. Shalam also is a manager of each of ShalvoxxA and ShalvoxxB and ha ( 2 )Represents the Reporting Person's gift of an aggregate 75% proportionate pecuniary interest in the total number of shares of the Issuer's common stock directly held by ShalvoxxA or ShalvoxB, as the case may be. ( 3 )Not applicable. ( 4 )Represents the total number of shares of the Issuer's common stock directly held by ShalvoxxA or ShalvoxB, as the case may be, without reduction for the gift described in notes 1 and 2 above. However, the Reporting Person disclaims beneficial ownership of such shares except to the extent of of his pecuniary interest. ( 5 )Indirectly owned through ShalvoxxA. ( 6 )Inadvertently not previously reported. ( 7 )Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The Class B Common Stock does not have an expiration date. ( 8 )Indirectly owned through ShalvoxxB.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.