Statement of Changes in Beneficial Ownership (4)
December 31 2020 - 05:06PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 [ 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 |
(Last)
(First)
(Middle)
C/O TURTLE BEACH CORPORATION, 44 SOUTH BROADWAY, 4TH
FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/29/2020
|
(Street)
WHITE PLAINS, NY 10601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
12/29/2020 |
|
M |
|
40000 |
A |
$7.72 |
121662 |
D |
|
Common Stock |
12/29/2020 |
|
S |
|
40000 |
D |
$22.98 (1) |
81662 |
D |
|
Common Stock |
12/30/2020 |
|
M |
|
30000 |
A |
$7.72 |
111662 |
D |
|
Common Stock |
12/30/2020 |
|
S |
|
30000 |
D |
$22.39 (2) |
81662 |
D |
|
Common Stock |
12/31/2020 |
|
M |
|
30000 |
A |
$7.72 |
111662 |
D |
|
Common Stock |
12/31/2020 |
|
S |
|
30000 |
D |
$21.80 (3) |
81662 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Stock Option (Right to Buy) |
$7.72 |
12/29/2020 |
|
M |
|
|
40000 |
(4) |
9/3/2022 |
Common Stock |
40000 |
$0.00 |
125912 |
D |
|
Stock Option (Right to Buy) |
$7.72 |
12/30/2020 |
|
M |
|
|
30000 |
(4) |
9/3/2022 |
Common Stock |
30000 |
$0.00 |
95912 |
D |
|
Stock Option (Right to Buy) |
$7.72 |
12/31/2020 |
|
M |
|
|
30000 |
(4) |
9/3/2022 |
Common Stock |
30000 |
$0.00 |
65912 |
D |
|
Restricted Stock Unit |
(5) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock |
39750 |
|
39750 |
D |
|
Restricted Stock Unit |
(5) |
|
|
|
|
|
|
(7) |
(7) |
Common Stock |
58000 |
|
58000 |
D |
|
Stock Option (Right to Buy) |
$7.24 |
|
|
|
|
|
|
(4) |
5/29/2025 |
Common Stock |
70000 |
|
70000 |
D |
|
Stock Option (Right to Buy) |
$4.64 |
|
|
|
|
|
|
(4) |
4/4/2026 |
Common Stock |
112500 |
|
112500 |
D |
|
Stock Option (Right to Buy) |
$2.04 |
|
|
|
|
|
|
(8) |
11/13/2027 |
Common Stock |
112500 |
|
112500 |
D |
|
Stock Option (Right to Buy) |
$3.12 |
|
|
|
|
|
|
(9) |
4/11/2028 |
Common Stock |
112500 |
|
112500 |
D |
|
Stock Option (Right to Buy) |
$12.10 |
|
|
|
|
|
|
(10) |
4/1/2029 |
Common Stock |
105000 |
|
105000 |
D |
|
Stock Option (Right to Buy) |
$5.95 |
|
|
|
|
|
|
(11) |
4/1/2030 |
Common Stock |
115000 |
|
115000 |
D |
|
Explanation of
Responses: |
(1) |
ALL SALES PURSUANT TO A
10b5-1 PLAN. The price reported represents the weighted average
sales price of shares sold in multiple transactions at prices
ranging from $22.38 to $24.42 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) |
ALL SALES PURSUANT TO A
10b5-1 PLAN. The price reported represents the weighted average
sales price of shares sold in multiple transactions at prices
ranging from $22.00 to $23.04 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) |
ALL SALES PURSUANT TO A
10b5-1 PLAN. The price reported represents the weighted average
sales price of shares sold in multiple transactions at prices
ranging from $21.43 to $22.78 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. |
(4) |
All options were exercisable
as of the transaction date. |
(5) |
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. |
(6) |
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. |
(7) |
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. |
(8) |
These options are scheduled
to vest in equal monthly installments until November 13,
2021. |
(9) |
These options are scheduled
to vest in equal monthly installments until April 11,
2022. |
(10) |
These options are scheduled
to vest in equal monthly installments until April 1,
2023. |
(11) |
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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Stark Juergen M.
C/O TURTLE BEACH CORPORATION
44 SOUTH BROADWAY, 4TH FLOOR
WHITE PLAINS, NY 10601 |
X |
|
Chief Executive Officer &
Pres |
|
Signatures
|
/s/Juergen Stark |
|
12/31/2020 |
**Signature of Reporting
Person |
Date |