UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Turtle Beach Corporation.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
900450206
(CUSIP Number)
WILLIAM WYATT
THE DONERAIL GROUP LP
240 26th Street
Suite 3
Santa Monica, CA 90402
ANDREW M. FREEDMAN ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 900450206
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| THE DONERAIL GROUP LP | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC, AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Delaware | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | -0- | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,185,816* | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| -0- | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN, IA | |||||||||||||||||||
*Includes 600,000 Shares underlying call options currently exercisable as further described in Item 6.
| 2 |
CUSIP No. 900450206
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| WILLIAM WYATT | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC, AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | -0- | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,185,816* | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| -0- | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 600,000 Shares underlying call options currently exercisable as further described in Item 6.
| 3 |
CUSIP No. 900450206
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| HARBERT FUND ADVISORS, INC. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC, AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Alabama | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | -0- | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,185,816 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| -0- | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| CO | |||||||||||||||||||
*Includes 600,000 Shares underlying call options currently exercisable as further described in Item 6.
| 4 |
CUSIP No. 900450206
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| HARBERT MANAGEMENT CORPORATION | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC, AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Alabama | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | -0- | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,185,816* | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| -0- | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,185,816* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| CO | |||||||||||||||||||
*Includes 600,000 Shares underlying call options currently exercisable as further described in Item 6.
| 5 |
CUSIP No. 900450206
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares Purchased by the Donerail Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule B, which is incorporated herein by reference. The total purchase price for the Shares reported herein was approximately $16,194,940. The aggregate purchase price of the 600,000 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by the Reporting Persons is approximately $1,638,134, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 16,065,231 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2021.
| A. | Donerail |
| (a) | As of the close of business on October 26, 2021, Donerail beneficially owned 1,185,816 Shares, including 600,000 Shares underlying call options currently exercisable. |
Percentage: Approximately 7.4%
| (b) | 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,185,816 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,185,816 |
| (c) | The transactions in the securities of the Issuer since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
| B. | Mr. Wyatt |
| (a) | Mr. Wyatt, as the Managing Partner of Donerail, may be deemed the beneficial owner of the 1,185,816 Shares beneficially owned by Donerail, including 600,000 Shares underlying call options currently exercisable. |
Percentage: Approximately 7.4%
| (b) | 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,185,816 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,185,816 |
| 6 |
CUSIP No. 900450206
| (c) | The transactions in the securities of the Issuer since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
| C. | HFA |
| (a) | HFA, in its capacity as “filing adviser” with supervisory control of Donerail, may be deemed the beneficial owner of the 1,185,816 Shares beneficially owned by Donerail, including 600,000 Shares underlying call options currently exercisable. |
Percentage: Approximately 7.4%
| (b) | 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,185,816 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,185,816 |
| (c) | The transactions in the securities of the Issuer since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
| D. | HMC |
| (a) | HMC, in its capacity as managing member of the general partner of Donerail, may be deemed the beneficial owner of the 1,185,816 Shares beneficially owned by Donerail, including 600,000 Shares underlying call options currently exercisable. |
Percentage: Approximately 7.4%
| (b) | 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,185,816 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,185,816 |
| (c) | The transactions in the securities of the Issuer since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
The filing of this Amendment No. 3 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
Previously, the Donerail Fund purchased American-style listed call options referencing an aggregate of 525,000 Shares, which had an exercise price of $34.00 and expired on October 15, 2021. The Donerail fund sold call options referencing 500,000 Shares, as described on Schedule B, which is incorporated herein by reference, and the remaining call options expired worthless pursuant to their terms. Accordingly, the Donerail Fund no longer has any exposure to such call options.
| 7 |
CUSIP No. 900450206
Previously, the Donerail Fund sold short American-style listed put options referencing an aggregate of 500,000 Shares, which had an exercise price of $26.00 and expired on October 15, 2021. The Donerail Fund purchased American-style listed put options referencing 500,000 Shares, which had an exercise price of $26.00 and expired on October 15, 2021, to cover its short position, as described on Schedule B, which is incorporated herein by reference. Accordingly, the Donerail Fund no longer has any exposure to such put options.
Previously, the Donerail Fund purchased American-style exchange listed put options referencing an aggregate of 500,000 Shares, which had an exercise price of $23.00 and expired on September 17, 2021. These put options expired worthless pursuant to their terms and, accordingly, the Donerail Fund no longer has any exposure to such put options.
Previously, the Donerail Fund purchased American-style exchange listed put options referencing an aggregate of 500,000 Shares, which had an exercise price of $23.00 and expired on October 15, 2021. These put options expired worthless pursuant to their terms and, accordingly, the Donerail Fund no longer has any exposure to such put options.
The Donerail Fund has purchased American-style exchange listed call options referencing an aggregate of 600,000 Shares, which have an exercise price of $34.00 and expire on January 21, 2022, as further detailed on Schedule B attached hereto, which is incorporated by reference herein.
The Donerail Fund has sold short American-style exchange listed put options referencing an aggregate of 600,000 Shares, which have an exercise price of $26.00 and expire on January 21, 2022, as further detailed on Schedule B attached hereto, which is incorporated by reference herein.
The Donerail Fund has sold short American-style exchange listed call options referencing an aggregate of 600,000 Shares, which have an exercise price of $40.00 and expire on June 17, 2022, as further detailed on Schedule B attached hereto, which is incorporated by reference herein.
The Donerail Fund has purchased American-style exchange listed put options referencing an aggregate of 750,000 Shares, which have an exercise price of $22.00 and expire on November 19, 2021, as further detailed on Schedule B attached hereto, which is incorporated by reference herein.
| 8 |
CUSIP No. 900450206
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 26, 2021
| THE DONERAIL GROUP LP | |||
| By: | /s/ William Wyatt | ||
| Name: | William Wyatt | ||
| Title: | Managing Partner | ||
/s/ William Wyatt | |
| William Wyatt |
| HARBERT FUND ADVISORS, INC. | |||
| By: | /s/ John W. McCullough | ||
| Name: | John W. McCullough | ||
| Title: | Executive Vice President & General Counsel | ||
| HARBERT MANAGEMENT CORPORATION | |||
| By: | /s/ John W. McCullough | ||
| Name: | John W. McCullough | ||
| Title: | Executive Vice President & General Counsel | ||
| 9 |
CUSIP No. 900450206
SCHEDULE B
Transactions in Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
| Nature of Transaction | Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
| Purchase of October 2021 Put Options ($23.00 Strike Price) 1 | 500,000 | 0.1400 | 09/30/2021 |
| Purchase of January 2022 Call Options ($34.00 Strike Price) 2 | 600,000 | 2.7000 | 10/12/2021 |
| Purchase of October 2021 Put Options ($26.00 Strike Price) 3 | 500,000 | 0.1500 | 10/12/2021 |
| Sale of October 2021 Call Options ($34.00 Strike Price) 4 | (500,000) | 0.2100 | 10/12/2021 |
| Short Sale of January 2022 Put Options ($26.00 Strike Price) 5 | (600,000) | 1.5500 | 10/12/2021 |
| Short Sale of June 2022 Call Options ($40.00 Strike Price) 6 | (600,000) | 2.1000 | 10/12/2021 |
| Purchase of November 2021 Put Options ($22.00 Strike Price) 7 | 750,000 | 0.3100 | 10/22/2021 |
1 Represent Shares underlying American-style exchange listed put options. These put options expired worthless on October 15, 2021.
2 Represent Shares underlying American-style exchange listed call options. These call options expire on January 21, 2022.
3 Represents Shares underlying American-style exchange listed put options purchased to cover a short position. These put options expired on October 15, 2021.
4 Represents Shares underlying American-style exchange listed call options. These call options expired on October 15, 2021.
5 Represents Shares underlying American-style exchange listed put options. These put options expire on January 21, 2022.
6 Represents Shares underlying American-style exchange listed call options. These call options expire on June 22, 2021.
7 Represents Shares underlying American-style exchange listed put options. These put options expire on November 19, 2021.