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
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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*
Stark Juergen M.

(Last) (First) (Middle)
C/O TURTLE BEACH CORPORATION
11011 VIA FRONTERA, SUITE A/B

(Street)
SAN DIEGO CA 92127

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ HEAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer & Pres
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2020
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 03/12/2020 P 8,455 A $5.15(1) 150,737 D
Common Stock 03/13/2020 P 3,545 A $5.13(2) 154,282 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
Restricted Stock Unit (3) (4) (4) Common Stock 53,000 53,000 D
Stock Option (Right to Buy) $7.72 (5) 09/03/2022 Common Stock 365,912 365,912 D
Stock Option (Right to Buy) $7.24 (5) 05/29/2025 Common Stock 70,000 70,000 D
Stock Option (Right to Buy) $4.64 (6) 04/04/2026 Common Stock 112,500 112,500 D
Stock Option (Right to Buy) $2.04 (7) 11/13/2027 Common Stock 112,500 112,500 D
Stock Option (Right to Buy) $3.12 (8) 04/11/2028 Common Stock 112,500 112,500 D
Stock Option (Right to Buy) $12.1 (9) 04/01/2029 Common Stock 105,000 105,000 D
Explanation of Responses:
1. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $5.01 to $5.31 per share. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
2. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $4.96 to $5.46 per share. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
3. The securities are restricted stock units representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof.
4. One-quarter of these restricted stock units will vest annually, beginning on April 1, 2020, so that the restricted stock units will become fully vested on April 1, 2023.
5. All shares were exercisable as of the transaction date.
6. These shares are scheduled to vest in equal monthly installments until April 4, 2020.
7. These shares are scheduled to vest in equal monthly installments until November 13, 2021.
8. These shares are scheduled to vest in equal monthly installments until April 11, 2022.
9. One-quarter of the underlying shares will vest on April 1, 2020, with the remainder vesting with respect to 1/48 of the underlying shares each month thereafter.
Remarks:
/s/Juergen Stark 03/16/2020
** 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.