11/17/2025 | Press release | Distributed by Public on 11/17/2025 11:00
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 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 | ||||||||
| Performance Stock Units | (1) | 11/13/2025 | A | 150,000 | (2) | (2) | Common Stock | 150,000 | $ 0 | 242,433(3) | D | ||||
| Performance Stock Units | (1) | 11/13/2025 | A | 150,000 | (2) | (2) | Common Stock | 150,000 | $ 0 | 392,433(3) | D | ||||
| Employee Stock Option (Rt to Buy) | (4) | 11/13/2025 | A | 150,000 | (5) | (5) | Common Stock | 150,000 | $2.97(4) | 168,465(6) | D | ||||
| Restricted Stock Units | (7) | (8) | (8) | Common Stock | 6,503 | 6,503(9) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Carnifax Richard K 15147 N SCOTTSDALE RD STE H300 SCOTTSDALE, AZ 85254 |
COO and Interim CEO | |||
| /s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated May 7, 2024 | 11/17/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each performance stock unit represents a contingent right to receive one share of UEI common stock. |
| (2) | The performance stock unit award was approved and granted by the Compensation Committee of the Board of Directors on November 13, 2025. The performance stock unit award will vest in three tranches with one stock market condition and three service conditions. Each tranche will vest only when both the stock price market and service conditions have been achieved. The stock price market condition must be met on or by the fifth anniversary of the grant (November 13, 2030). Any unvested tranche will expire at close of business on November 13, 2030. |
| (3) | This figure represents an aggregate number of performance stock units held by Reporting Person. |
| (4) | Exercise Price Determined in accordance with the terms of the Company's applicable Stock Incentive Plan. |
| (5) | The stock option award was approved and granted by the Compensation Committee of the Board of Directors on November 13, 2025. The stock option award will vest over a 3-year vesting schedule with 33.33% on November 13, 2026, 33.33% on November 13, 2027 and the remainder vesting on November 13, 2028. The stock option award will expire on the tenth anniversary of the grant date (November 13, 2035). |
| (6) | This figure represents an aggregate number of stock options held by Reporting Person. |
| (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. |
| (9) | This figure represents an aggregate number of restricted stock units held by Reporting Person. |