Statement of Changes in Beneficial Ownership (4)
May 19 2022 - 4:29PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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)
5/17/2022 |
(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 | | | | | | | | 30398 | 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 | (1) | 5/17/2022 | | A | | 5980 | | (2) | (2) | Common Stock | 5980 | $0.00 | 5980 | D | |
Restricted Stock Units | (1) | | | | | | | (3) | (3) | Common Stock | 5000 | | 5000 | D | |
Restricted Stock Units | (1) | | | | | | | (4) | (4) | Common Stock | 13750 | | 13750 | D | |
Restricted Stock Units | (1) | | | | | | | (5) | (5) | Common Stock | 13500 | | 13500 | D | |
Restricted Stock Units | (1) | | | | | | | (6) | (6) | Common Stock | 24000 | | 24000 | D | |
Stock Option (Right to Buy) | $2.04 | | | | | | | (7) | 11/13/2027 | Common Stock | 2696 | | 2696 | D | |
Stock Option (Right to Buy) | $12.10 | | | | | | | (8) | 4/1/2029 | Common Stock | 14167 | | 14167 | D | |
Stock Option (Right to Buy) | $5.95 | | | | | | | (9) | 4/1/2030 | Common Stock | 33230 | | 33230 | D | |
Stock Option (Right to Buy) | $3.12 | | | | | | | (10) | 4/11/2028 | Common Stock | 29391 | | 29391 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | These restricted stock units will vest in full on May 17, 2023, subject to continued employment in good standing through such date. |
(3) | These restricted stock units vest in equal annual installments until April 1, 2023. |
(4) | These restricted stock units vest in equal annual installments until April 1, 2024. |
(5) | These restricted stock units vest in equal annual installments until April 1, 2025. |
(6) | One-quarter of these restricted stock units will vest on April 1, 2023, with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2026. |
(7) | All options were exercisable as of the transaction date. |
(8) | All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2023. |
(9) | All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2024. |
(10) | These options are scheduled to vest in equal monthly installments until April 11, 2022. |
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 | | 5/19/2022 |
**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 control number. |
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