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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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UNIVERSAL ELECTRONICS INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
913483103 (CUSIP Number) |
BENJAMIN NATTER KENT LAKE PR LLC, Carr. 115 km 12.1 Ave., Albizu Campos #2490 Suite 28 Rincon, PR, 00677 415-237-0007 SEBASTIAN ALSHEIMER, ESQ. WILSON SONSINI GOODRICH & ROSATI, 1301 Avenue of the Americas New York, NY, 10019 (212) 999-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/02/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 913483103 |
| 1 |
Name of reporting person
Kent Lake Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,133,107.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 913483103 |
| 1 |
Name of reporting person
Kent Lake PR LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PUERTO RICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,133,107.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13D
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| CUSIP No. | 913483103 |
| 1 |
Name of reporting person
Benjamin Natter | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,133,107.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
UNIVERSAL ELECTRONICS INC | |
| (c) | Address of Issuer's Principal Executive Offices:
15147 N SCOTTSDALE RD, SUITE H300, SCOTTSDALE,
ARIZONA
, 85254. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended as follows:
The securities purchased by Kent Lake Partners, were purchased with working capital in open market purchases as set forth in Exhibit 1, which is incorporated by reference herein. The aggregate purchase price of the 1,133,107 Shares directly owned by Kent Lake Partners is approximately $11,165,919, including brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On May 2, 2025, the Reporting Persons entered into a letter agreement (the "Cooperation Agreement") with the Issuer, pursuant to which the Issuer agreed to appoint Michael D. Burger as a Class II director with a term expiring at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). Mr. Burger will be appointed to the Operations Committee of the Board of Directors.
The Reporting Persons have agreed to abide by certain customary standstill restrictions and voting commitments, to the extent they remain in effect until the Termination Date. The Termination Date is defined in the Cooperation Agreement as the period from the date of the Cooperation Agreement until the thirtieth (30th) day before the deadline under the Issuer's Bylaws for director nominations and stockholder proposals for the 2026 Annual Meeting
The Reporting Persons and the Issuer also agreed to mutual non-disparagement and litigation restrictions.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) are hereby amended and restated to read as follows:
As of the date hereof, the Reporting Persons beneficially own 1,133,107 shares in the aggregate, representing approximately 8.6% of the outstanding Shares. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon approximately 13,111,653 outstanding, as of March 7, 2025, which is the total number of shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. | |
| (b) | The Reporting Persons have sole voting power and sole investment power with respect to the Shares beneficially owned by the Reporting Persons. | |
| (c) | Since the filing of the Schedule 13D, none of the Reporting Persons has effected any transaction in the Shares, except as set forth in Exhibit 1, which is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
On May 2, 2025, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits:
Exhibit 1: Transactions in the Shares.
99.1: Cooperation Agreement by and among Kent Lake Partners LP, Kent Lake PR LLC, Benjamin Natter and Universal Electronics Inc., dated May 2, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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