Hackworth Bryan M Form 4 UNIVERSAL ELECTRONICS / Bryan M Hackworth ownership change

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).

1. Name and Address of Reporting Person^*

Hackworth Bryan M

(Last) (First) (Middle)

15147 NORTH SCOTTSDALE ROAD

H300

(Street)

SCOTTSDALE AZ 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)
SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2020		M		3,695(1)	A	$0.00	43,795	D
Common Stock	02/13/2020		F		1,945(2)	D	$45.89(3)	41,850	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(4)	$0.00	02/12/2020		A		6,500		(4)	(4)	Common Stock	6,500	$0.00	19,809	D
Employee Stock Option (Rt to Buy)(5)	$46.17(6)	02/12/2020		A		16,950		02/12/2021	02/12/2027	Common Stock	16,950	$46.17(6)	144,005	D
Restricted Stock Units	(7)	12/13/2020		M			3,695	(8)	(8)	Common Stock	3,695	$0.00	16,114	D

Explanation of Responses:

1. Stock issued pursuant to Restricted Stock Grant approved by the Compensation Committee of the Board of Directors on January 25, 2019 and ratified and approved by the Board of Directors on February 13, 2019.

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 Companies applicable Stock Incentive Plan.

4. Restricted Stock Grant was approved by the Compensation Committee of the Board of Directors on January 10, 2020 and ratified and approved by the Board of Directors on February 12, 2020, and granted on February 12, 2020 and will vest over a 3 year vesting schedule of 33.33% on February 12, 2021, and 8.33% quarterly thereafter.

5. Employee Stock Option Grant was approved by the Compensation Committee of the Board of Directors on January 10, 2020 and ratified and approved by the Board of Directors on February 12, 2020, and granted on February 12,2020 and will vest over a 3 year vesting schedule of 33.33% on February 12, 2021, and 8.33% quarterly thereafter. These Stock Options have a 7 year life

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

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

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

Remarks:

	/s/Bryan M. Hackworth, by Richard A. Firehammer, Jr., pursuant to Limited Power of Attorney dated August 5, 2006 (attached)	02/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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