Statement of Changes in Beneficial Ownership (4)
August 17 2020 - 7:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Stark Juergen M. |
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp
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HEAR
]
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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 |
(Last)
(First)
(Middle)
C/O TURTLE BEACH CORPORATION, 11011 VIA FRONTERA, SUITE A/B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2020 |
(Street)
SAN DIEGO, CA 92127
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/15/2020 | | F | | 6204 (1) | D | $17.20 | 155124 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (2) | | | | | | | (3) | (3) | Common Stock | 39750 | | 39750 | D | |
Restricted Stock Unit | (2) | | | | | | | (4) | (4) | Common Stock | 58000 | | 58000 | D | |
Stock Option (Right to Buy) | $7.72 | | | | | | | (5) | 9/3/2022 | Common Stock | 365912 | | 365912 | D | |
Stock Option (Right to Buy) | $7.24 | | | | | | | (5) | 5/29/2025 | Common Stock | 70000 | | 70000 | D | |
Stock Option (Right to Buy) | $4.64 | | | | | | | (5) | 4/4/2026 | Common Stock | 112500 | | 112500 | D | |
Stock Option (Right to Buy) | $2.04 | | | | | | | (6) | 11/13/2027 | Common Stock | 112500 | | 112500 | D | |
Stock Option (Right to Buy) | $3.12 | | | | | | | (7) | 4/11/2028 | Common Stock | 112500 | | 112500 | D | |
Stock Option (Right to Buy) | $12.10 | | | | | | | (8) | 4/1/2029 | Common Stock | 105000 | | 105000 | D | |
Stock Option (Right to Buy) | $5.95 | | | | | | | (9) | 4/1/2030 | Common Stock | 115000 | | 115000 | D | |
Explanation of Responses: |
(1) | Represents shares withheld to satisfy tax withholding obligations upon the vesting of the shares of restricted stock awarded to the Reporting Person. |
(2) | 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. |
(3) | One-quarter of the restricted stock units granted on April 1, 2019 to the Reporting Person vest annually, so that the restricted stock units will become fully vested on April 1, 2023. |
(4) | One-quarter of the underlying shares will vest on April 1, 2021 with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2024. |
(5) | All options were exercisable as of the transaction date. |
(6) | These options are scheduled to vest in equal monthly installments until November 13, 2021. |
(7) | These options are scheduled to vest in equal monthly installments until April 11, 2022. |
(8) | These options are scheduled to vest in equal monthly installments until April 1, 2023. |
(9) | One-quarter of the options will vest on April 1, 2021, with the remainder vesting with respect to 1/48 of the underlying shares each month thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stark Juergen M. C/O TURTLE BEACH CORPORATION 11011 VIA FRONTERA, SUITE A/B SAN DIEGO, CA 92127 | X |
| Chief Executive Officer & Pres |
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Signatures
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/s/Juergen Stark | | 8/17/2020 |
**Signature of Reporting Person | Date |
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