SEC FORM
4
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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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*
(Street)
|
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) |
| President & COO |
|
3. Date of Earliest Transaction
(Month/Day/Year)
12/23/2005
|
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 |
12/23/2005 |
12/23/2005 |
M |
|
4,815 |
A |
$8.45
|
4,815 |
D |
|
| Common Stock |
12/23/2005 |
12/23/2005 |
S |
|
4,815 |
D |
$17.75
|
0 |
D |
|
| Common Stock |
01/04/2006 |
01/04/2006 |
M |
|
8,421 |
A |
$8.45
|
8,421 |
D |
|
| Common Stock |
01/04/2006 |
01/04/2006 |
S |
|
8,421 |
D |
$17.75
|
0 |
D |
|
| Common Stock |
01/05/2006 |
01/05/2006 |
M |
|
4,317 |
A |
$8.45
|
4,317 |
D |
|
| Common Stock |
01/05/2006 |
01/05/2006 |
S |
|
4,317 |
D |
$18
|
0 |
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 |
| Employee Stock Option (Rt to Buy) |
$8.45
|
12/23/2005 |
12/23/2005 |
M |
|
|
4,815 |
11/12/2003 |
11/12/2012 |
Common Stock |
4,815 |
$8.45
|
418,421 |
D |
|
| Employee Stock Option (Rt to Buy) |
$8.45
|
01/04/2006 |
01/04/2006 |
M |
|
|
8,421 |
11/12/2003 |
11/12/2012 |
Common Stock |
8,421 |
$8.45
|
410,000 |
D |
|
| Employee Stock Option (Rt to Buy) |
$8.45
|
01/05/2006 |
01/05/2006 |
M |
|
|
4,317 |
11/12/2003 |
11/12/2012 |
Common Stock |
4,317 |
$8.45
|
405,683 |
D |
|
| Explanation of Responses: |
| Remarks: |
|
|
/s/Robert P. Lilleness, by Richard A. Firehammer, Jr., pursuant to Limited Power of Attorney dated January 22, 2003 (attached) |
01/06/2006 |
|
** Signature of Reporting Person |
Date |
| 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. |
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's hereby makes,
constitutes and appoints Richard A. Firehammer, Jr., as the undersigned's
true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of
the
undersigned to:
(1) prepare, execute, acknowledge, deliver and
file
Forms 3, 4, and 5 (including any amendments thereto) with respect to
the
securities of Universal Electronics Inc., a Delaware corporation (the
"Company"), with the United States Securities and Exchange Commission,
any
national securities exchanges and the Company, as considered
necessary or
advisable under Section 16(a) of the Securities Exchange Act
of 1934 and
the rules and regulations promulgated thereunder, as amended
from time to
time (the "Exchange Act");
(2) seek or obtain, as the
undersigned's
representative and on the undersigned's behalf, information
on transactions
in the Company's securities from any third party,
including brokers,
employee benefit plan administrators and trustees, and
the undersigned
hereby authorizes any such person to release any such
information to the
undersigned and approves and ratifies any such release
of information; and
(3) perform any and all other acts which in
the discretion of such
attorney-in-fact are necessary or desirable for
and on behalf of the
undersigned in connection with the foregoing.
The undersigned
acknowledges that:
(1) this Power of Attorney
authorizes, but does not
require, such attorney-in-fact to act in their
discretion on information
provided to such attorney-in-fact without
independent verification of such
information;
(2) any documents
prepared and/or executed by such
attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney will be in such form and
will contain such information and
disclosure as such attorney-in-fact, in
his or her discretion, deems
necessary or desirable;
(3) neither
the Company nor such
attorney-in-fact assumes (i) any liability for the
undersigned's
responsibility to comply with the requirement of the
Exchange Act, (ii) any
liability of the undersigned for any failure to
comply with such
requirements, or (iii) any obligation or liability of
the undersigned for
profit disgorgement under Section 16(b) of the
Exchange Act; and
(4) this Power of Attorney does not relieve the
undersigned from
responsibility for compliance with the undersigned's
obligations under the
Exchange Act, including without limitation the
reporting requirements under
Section 16 of the Exchange Act.
The
undersigned hereby gives and
grants the foregoing attorney-in-fact full
power and authority to do and
perform all and every act and thing
whatsoever requisite, necessary or
appropriate to be done in and about
the foregoing matters as fully to all
intents and purposes as the
undersigned might or could do if present,
hereby ratifying all that such
attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully
do or cause to be done by virtue of this
Limited Power of Attorney.
This Power of Attorney shall remain in
full force and effect until
revoked by the undersigned in a signed writing
delivered to such
attorney-in-fact.
IN WITNESS WHEREOF, the
undersigned has caused
this Power of Attorney to be executed as of this
22nd day of January,
2003.
/s/Robert P. Lilleness
Signature
Robert P. Lilleness
Print
Name
STATE OF California
COUNTY OF
Orange
On this 22nd day of Jan., 2003, Robert P.
Lilleness personally
appeared before me, and acknowledged that s/he
executed the foregoing
instrument for the purposes therein contained.
IN WITNESS WHEREOF, I
have hereunto set my hand and official seal.
/s/M. Uribe
Notary Public
March 9, 2006
My Commission
Expires:
