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*
Hanson John T

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, Treasurer and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020
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 04/01/2020 M 5,000 A (1) 12,638 D
Common Stock 04/01/2020 F 2,482(2) D $5.95 10,156 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 Units (3) (4) (4) Common Stock 5,001 5,001 D
Restricted Stock Units (3) 04/01/2020 M 5,000 (5) (5) Common Stock 5,000 $0.00 15,000 D
Restricted Stock Units (3) 04/01/2020 A 28,000 (6) (6) Common Stock 28,000 $0.00 28,000 D
Stock Option (Right to Buy) $16.52 (7) 11/29/2024 Common Stock 1,146 1,146 D
Stock Option (Right to Buy) $7.24 (7) 05/29/2025 Common Stock 6,250 6,250 D
Stock Option (Right to Buy) $4.64 (8) 04/04/2026 Common Stock 8,630 8,630 D
Stock Option (Right to Buy) $2.04 (9) 11/13/2027 Common Stock 26,513 26,513 D
Stock Option (Right to Buy) $3.12 (10) 04/11/2028 Common Stock 29,391 29,391 D
Stock Option (Right to Buy) $12.1 (11) 04/01/2029 Common Stock 40,000 40,000 D
Stock Option (Right to Buy) $5.95 04/01/2020 A 55,000 (12) 04/01/2030 Common Stock 55,000 $0.00 55,000 D
Explanation of Responses:
1. Restricted stock units were converted into common stock on a one-for-one basis.
2. Represents shares withheld to satisfy tax withholding obligations upon the vesting of the shares of restricted stock awarded to the Reporting Person.
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-third of the underlying shares vested on February 16, 2020 with the remainder of the restricted stock units vesting in eight equal quarterly installments thereafter.
5. One-quarter of these restricted stock units will vest annually, vesting began on the transaction date, so that the restricted stock units will become fully vested on April 1, 2023.
6. One-quarter of these restricted stock units will vest annually, beginning on April 1, 2021, so that the restricted stock units will become fully vested on April 1, 2024.
7. All options were exercisable as of the date of this Form 4.
8. These options are scheduled to vest in equal monthly installments until April 4, 2020.
9. These options are scheduled to vest in equal monthly installments until November 13, 2021.
10. These options are scheduled to vest in equal monthly installments until April 11, 2022.
11. These options are scheduled to vest in equal monthly installments until April 1, 2023.
12. One-quarter of the options will vest on April 1, 2021, with the remainder vesting with respect to 1/48 of the options each month thereafter.
Remarks:
/s/John T. Hanson 04/02/2020
** 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).
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