Filing Details
- Accession Number:
- 0000921895-25-001120
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-16 20:00:00
- Filed By:
- TORO 18 HOLDINGS LLC
- Company:
- Universal Electronics Inc (NASDAQ:UEIC)
- Filing Date:
- 2025-04-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
TORO 18 HOLDINGS LLC | 0 | 1,544,647 | 0 | 1,544,647 | 1,544,647 | 11.8% |
IMMERSION CORP | 0 | 1,544,647 | 0 | 1,544,647 | 1,544,647 | 11.8% |
MARTIN WILLIAM C | 0 | 1,544,647 | 0 | 1,544,647 | 1,544,647 | 11.8% |
Singer Eric | 12,407 | 1,544,647 | 12,407 | 1,544,647 | 1,557,054 | 11.8% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
UNIVERSAL ELECTRONICS INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
913483103 (CUSIP Number) |
IAN ENGORON OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | 913483103 |
1 |
Name of reporting person
TORO 18 HOLDINGS LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,544,647.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 913483103 |
1 |
Name of reporting person
IMMERSION CORP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,544,647.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
CUSIP No. | 913483103 |
1 |
Name of reporting person
MARTIN WILLIAM C | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,544,647.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 913483103 |
1 |
Name of reporting person
Singer Eric | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,557,054.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
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 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Toro 18 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,544,647 Shares directly beneficially owned by Toro 18 is approximately $14,090,624, including brokerage commissions.
The 12,407 Shares beneficially owned directly by Mr. Singer, which includes 6,004 Shares underlying restricted stock units ("RSUs") that will vest within 60 days of the date hereof, were awarded to him in connection with his service as a director of the Issuer. | |
Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
In connection with that certain Cooperation Agreement, dated December 21, 2023, by and among the Reporting Persons and the Issuer (the "Cooperation Agreement"), effective April 15, 2025, the Issuer has appointed John Mutch, a designee of the Reporting Persons, to the Board to serve as a Class II director of the Board with a term expiring at the Issuer's 2026 annual meeting of stockholders. | |
Item 5. | Interest in Securities of the Issuer |
(a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 13,145,083 Shares outstanding, as of April 7, 2025, which is the total number of Shares outstanding as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2025.
A. Toro 18
As of the close of business on April 17, 2025, Toro 18 directly beneficially owned 1,544,647 Shares.
Percentage: Approximately 11.8%
B. Immersion
As the sole member of Toro 18, Immersion may be deemed to beneficially own the 1,544,647 Shares owned by Toro 18.
Percentage: Approximately 11.8%
C. Mr. Martin
As the Chief Strategy Officer of Toro, Mr. Martin may be deemed to beneficially own the 1,544,647 Shares owned by Toro 18.
Percentage: Approximately 11.8%
D. Mr. Singer
As of the close of business on April 17, 2025, Mr. Singer directly beneficially owned 12,407 Shares, including 6,004 Shares underlying RSUs that will vest within 60 days of the date hereof. In addition, As President and Chief Executive Officer of Toro 18, Mr. Singer may be deemed to beneficially own the 1,544,647 Shares owned by Toro 18.
Percentage: Approximately 11.8% |
(b) | Item 5(b) is hereby amended and restated to read as follows:
A. Toro 18
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,544,647
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,544,647
B. Immersion
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,544,647
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,544,647
C. Mr. Martin
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,544,647
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,544,647
D. Mr. Singer
1. Sole power to vote or direct vote: 12,407
2. Shared power to vote or direct vote: 1,544,647
3. Sole power to dispose or direct the disposition: 12,407
4. Shared power to dispose or direct the disposition: 1,544,647
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
(c) | On April 1, 2025, Mr. Singer received 1,250 Shares upon the vesting of certain RSUs that were awarded to him in his capacity as a director of the Issuer. Other than the foregoing transaction, none of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past 60 days. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On December 13, 2024, Mr. Singer was awarded 6,004 RSUs as supplemental director compensation in connection with his service as a director of the Issuer, each of which represents the contingent right to receive one Share. The RSUs cliff vest on the earlier date of the Issuer's next annual meeting of stockholders, which is scheduled to be held on May 27, 2025, or June 30, 2025.
On July 1, 2024, Mr. Singer was awarded 5,000 RSUs in connection with his service as a director of the Issuer, each of which represents a contingent right to receive one Share. The RSUs vest and are paid quarterly over a period ending July 1, 2025. 1,250 RSUs remain unvested and will not vest within 60 days of the date hereof. |
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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