Statement of Changes in Beneficial Ownership (4)
April 02 2021 - 4:55PM
Edgar (US Regulatory)
FORM 4
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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).
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
*
Hanson John T |
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp
[
HEAR
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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 |
(Last)
(First)
(Middle)
C/O TURTLE BEACH CORPORATION, 44 SOUTH BROADWAY, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2021 |
(Street)
WHITE PLAINS, NY 10601
(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 | 4/1/2021 | | M | | 5000 | A | (1) | 16968 | D | |
Common Stock | 4/1/2021 | | M | | 6875 | A | (1) | 23843 | D | |
Common Stock | 4/1/2021 | | F | | 5266 (2) | D | $27.43 | 18577 | 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 Units | (3) | 4/1/2021 | | M | | | 5000 | (4) | (4) | Common Stock | 5000 | $0.00 | 10000 | D | |
Restricted Stock Units | (3) | 4/1/2021 | | M | | | 6875 | (5) | (5) | Common Stock | 6875 | $0.00 | 20625 (6) | D | |
Restricted Stock Units | (3) | 4/1/2021 | | A | | 18000 | | (7) | (7) | Common Stock | 18000 | $0.00 | 18000 | D | |
Restricted Stock Units | (3) | | | | | | | (8) | (8) | Common Stock | 1669 | | 1669 | D | |
Stock Option (Right to Buy) | $16.52 | | | | | | | (9) | 11/29/2024 | Common Stock | 1146 | | 1146 | D | |
Stock Option (Right to Buy) | $7.24 | | | | | | | (9) | 5/29/2025 | Common Stock | 6250 | | 6250 | D | |
Stock Option (Right to Buy) | $4.64 | | | | | | | (9) | 4/4/2026 | Common Stock | 8630 | | 8630 | D | |
Stock Option (Right to Buy) | $2.04 | | | | | | | (10) | 11/13/2027 | Common Stock | 26513 | | 26513 | D | |
Stock Option (Right to Buy) | $3.12 | | | | | | | (11) | 4/11/2028 | Common Stock | 29391 | | 29391 | D | |
Stock Option (Right to Buy) | $12.10 | | | | | | | (12) | 4/1/2029 | Common Stock | 40000 | | 40000 | D | |
Stock Option (Right to Buy) | $5.95 | | | | | | | (13) | 4/1/2030 | Common Stock | 55000 | | 55000 | 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) | These restricted stock units vest in equal annual installments until April 1, 2023. |
(5) | One-quarter of these restricted stock units vested on the transaction date, with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2024. |
(6) | On April 2, 2020, the reporting person filed a Form 4 which mistakenly reported that he was awarded 28,000 restricted stock units due to a rounding error. In fact, as reported in this filing, the reporting person was awarded 27,500 restricted stock units of which 6,875 vested on April 1, 2021 and such vesting is reported on this Form 4. |
(7) | One-quarter of these restricted stock units will vest on April 1, 2022, with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2025. |
(8) | On August 16, 2018 the reporting person was granted 10,000 restricted stock units, with one-third of the underlying shares vesting on the first anniversary of the grant date and with the remainder of the restricted stock units vesting in eight equal quarterly installments thereafter. |
(9) | All options were exercisable as of the date of this Form 4. |
(10) | These options are scheduled to vest in equal monthly installments until November 13, 2021. |
(11) | These options are scheduled to vest in equal monthly installments until April 11, 2022. |
(12) | These options are scheduled to vest in equal monthly installments until April 1, 2023. |
(13) | One-quarter of the options vested on the transaction date. The remainder of the options are scheduled to vest in equal monthly installments until April 1, 2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hanson John T C/O TURTLE BEACH CORPORATION 44 SOUTH BROADWAY, 4TH FLOOR WHITE PLAINS, NY 10601 |
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| CFO, Treasurer and Secretary |
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Signatures
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/s/John T. Hanson | | 4/2/2021 |
**Signature of Reporting Person | Date |
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