Hanson John T Form 4 Turtle Beach / John T Hanson ownership change

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

44 SOUTH BROADWAY, 4TH FLOOR

(Street)

WHITE PLAINS NY 10601

(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)
11/16/2020

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	11/16/2020		M		833	A	(1)	11,917	D
Common Stock	11/16/2020		F		369(2)	D	$17.83	11,548	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)	11/16/2020		M			833	(4)	(4)	Common Stock	833	$0.00	2,502	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	15,000		15,000	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	28,000		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							(7)	04/04/2026	Common Stock	8,630		8,630	D
Stock Option (Right to Buy)	$2.04							(8)	11/13/2027	Common Stock	26,513		26,513	D
Stock Option (Right to Buy)	$3.12							(9)	04/11/2028	Common Stock	29,391		29,391	D
Stock Option (Right to Buy)	$12.1							(10)	04/01/2029	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$5.95							(11)	04/01/2030	Common Stock	55,000		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. 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.

5. One-quarter of these restricted stock units will vest annually, vesting began on the April 1, 2020, 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 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 options each month thereafter.

Remarks:

	/s/John T. Hanson	11/17/2020
	** 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).
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