UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                              Audiovox Corporation
                                (Name of Issuer)

                          Common Stock, Class A Shares
                         (Title of Class of Securities)

                                   050757103
                                 (CUSIP Number)

                               December 31, 2006
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.


The information required in 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).




                               CUSIP No. 050757103


       1.    Names of Reporting Person

             Tracer Capital Management L.P.

	     I.R.S. Identification Nos. of above person (entities only):
	     20-0377421

       2.    Check the Appropriate Box if a Member Of a Group

             [ ] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             Delaware, United States

       5.    Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power: 1,153,800
Beneficially
Owned by         7.  Sole Dispositive Power:  0
Each Reporting
Person With      8.  Shared Dispositive Power: 1,153,800

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person

             1,153,800

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares


       11.   Percent of Class Represented by Amount in Row (9)

	     5.78%

       12.   Type of Reporting Person

	     IA


                               CUSIP No. 050757103


       1.    Names of Reporting Person

             Riley McCormack

	     I.R.S. Identification Nos. of above person (entities only).

       2.    Check the Appropriate Box if a Member of a Group

             [ ] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             United States

       5.    Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power: 1,153,800
Beneficially
Owned by         7.  Sole Dispositive Power: 0
Each Reporting
Person With      8.  Shared Dispositive Power: 1,153,800

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person:

             1,153,800

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

       11.   Percent of Class Represented by Amount in Row (9)

	     5.78%

       12.   Type of Reporting Person

	     IN



                               CUSIP No. 050757103


       1.    Names of Reporting Persons.
             I.R.S. Identification Nos. of above persons (entities only).

             Matt Hastings

       2.    Check the Appropriate Box if a Member of a Group

             [ ] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             United States

       5.    Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power: 1,153,800
Beneficially
Owned by         7.  Sole Dispositive Power: 0
Each Reporting
Person With      8.  Shared Dispositive Power: 1,153,800

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person:

             1,153,800

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

       11.   Percent of Class Represented by Amount in Row (9)

	     5.78%

       12.   Type of Reporting Person

	     IN



Item 1. (a)  Issuer: Audiovox Corporation

             1.      Address:
                     180 Marcus Blvd
		     Hauppauge, NY 11788

Item 2. (a)  Name of Person Filing:

             Tracer Capital Management L.P.
	     Riley McCormack
	     Matt Hastings


        (b)  Address of Principal Business Offices:

             Tracer Capital Management L.P.
	     540 Madison Avenue, 33rd Floor
	     New York, New York  10022
	     Delaware limited partnership

	     Riley McCormack
	     c/o Tracer Capital Management L.P.
	     540 Madison Avenue, 33rd Floor
	     New York, New York  10022
	     United States citizen

	     Matt Hastings
	     c/o Tracer Capital Management L.P.
	     540 Madison Avenue, 33rd Floor
	     New York, New York  10022
	     United States citizen

        (c)  Citizenship:
             Please refer to Item 4 on each cover sheet for each filing person

        (d)  Title of Class of Securities
             Common Stock

        (e)  CUSIP Number: 050757103

Item 3.  Tracer Capital Management L.P. is an investment advisor in accordance
         with Rule 13d-1(b)(1)(ii)(E);

Item 4.  Ownership

         Please see Items 5 - 9 and 11 for each cover sheet for each filing
         separately.

	 The sole power to vote or direct the vote of the entire shareholding
	 and the sole power to dispose of or direct the disposal of the entire
	 shareholding has been delegated to Tracer Capital Management L.P. for
	 the unregistered funds managed by Tracer Capital Management L.P. Riley
	 McCormack and Matt Hastings, as the sole limited partners of Tracer
	 Capital Management L.P. and the sole managing members of TCM and
	 Company, LLC, the general partner of Tracer Capital Management L.P.,
	 control Tracer Capital Management L.P.

Item 5.  Ownership of Five Percent or Less of a Class

         Not Applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         Not Applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

         Not Applicable

Item 8.  Identification and Classification of Members of the Group

         Not Applicable

Item 9.  Notice of Dissolution of Group

         Not Applicable

Item 10. Certification

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.





                                    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.

Date:  February 6, 2007
                                       Tracer Capital Management L.P.

                                       By: /s/ Riley McCormack
                                       --------------------------
                                       Name:  Riley McCormack
                                       Title: Managing Member

                                       By: /s/ Riley McCormack
                                       --------------------------
                                       Name:  Riley McCormack

                                       By: /s/ Matt Hastings
                                       --------------------------
                                       Name:  Matt Hastings