Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Turtle Beach Corporation (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
900450206 (CUSIP Number) |
David Smith O'Melveny & Myers LLP, 1999 Avenue of the Stars, 8th Floor Los Angeles, CA, 90067 (310) 553-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/21/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
DC VGA LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 13: Calculated based on the 19,806,863 shares of the common stock, par value $0.001 per share (the "common stock"), of Turtle Beach Corporation (the "Issuer"), outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q (the "Form 10-Q") for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 8, 2025.
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
Diversis Capital Partners I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
Diversis Capital Partners GP I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
Diversis Capital Partners GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
Kevin Ma | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 900450206 |
| 1 |
Name of reporting person
Ron Nayot | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,061,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 13:
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
Turtle Beach Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
15822 BERNARDO CENTER DRIVE, SUITE 105, San Diego,
CALIFORNIA
, 92127. | |
Item 1 Comment:
This statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.001 per share (the "Common Stock"), of Turtle Beach Corporation (the "Issuer"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons, on March 21, 2024 (the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 1 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the "Statement"). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover page is hereby incorporated by reference. | |
| (b) | The information set forth on the cover page is hereby incorporated by reference. | |
| (c) | Other than as described in Item 6 hereof, the Reporting Persons did not effect any transactions in the common stock during the past sixty days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information: On August 14, 2025, DC VGA LLC entered into a stock purchase agreement (the "Agreement") with the Issuer regarding the purchase and sale of shares of common stock beneficially owned by DC VGA LLC, in a private transaction. Pursuant to the Agreement, the Issuer agreed to purchase 694,926 shares of common stock from DC VGA LLC at a price of $14.41 per share, for a total of $10,013,883.66. DC VGA LLC also agreed to sell 693,962 shares of common stock to TDG CP LLC, a Delaware limited liability company at a price of $14.41 per share for a total of $9,999,992.42. The purchase price per share of common stock for each transaction represents the average of the volume weighted average price of the common stock of the thirty days prior to and including August 14, 2025. The conditions to closing of the transactions contemplated by the Agreement were satisfied and such transactions closed on August 21, 2025. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by its full text, a copy of which is attached hereto as Exhibit 2 and which is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
2 Stock Purchase Agreement, made and entered into as of August 14, 2025, by and among Turtle Beach Corporation, DC VGA LLC and TDG CP LLC, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K (file no. 001-354652), filed with the SEC on August 15, 2025. 99.1 Joint Filing Agreement, dated as of March 13, 2024. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|