Sec Form 4 Filing - Stark Juergen M. @ Turtle Beach Corp - 2023-05-01

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stark Juergen M. 2. Issuer Name and Ticker or Trading Symbol Turtle Beach Corp [ HEAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) C/O TURTLE BEACH CORPORATION, 44 SOUTH BROADWAY, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) WHITE PLAINS, NY10601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/01/2023 M 14,375 A 185,425 D Common Stock 05/01/2023 M 25,000 A 210,425 D Common Stock 05/01/2023 M 48,750 A 259,175 D Common Stock 05/01/2023 M 85,000 A 344,175 D Common Stock 05/01/2023 M 9,570 A 353,745 D Common Stock 05/01/2023 A 16,668 A 370,413 D Common Stock 05/01/2023 A 43,550 A 413,963 D Common Stock 05/01/2023 A 85,000 A 498,963 D Common Stock 05/01/2023 F 162,579 ( 3 ) D $ 10.98 336,384 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ( 4 ) 05/01/2023 M 14,375 ( 1 ) ( 1 ) Common Stock 14,375 $ 0 0 D Restricted Stock Units ( 4 ) 05/01/2023 M 25,000 ( 1 ) ( 1 ) Common Stock 25,000 $ 0 0 D Restricted Stock Units ( 4 ) 05/01/2023 M 48,750 ( 1 ) ( 1 ) Common Stock 48,750 $ 0 0 D Restricted Stock Units ( 4 ) 05/01/2023 M 85,000 ( 1 ) ( 1 ) Common Stock 85,000 $ 0 0 D Restricted Stock Units ( 4 ) 05/01/2023 M 9,570 ( 1 ) ( 1 ) Common Stock 9,570 $ 0 0 D Stock Option (Right to Buy) $ 7.24 ( 5 ) 05/29/2025 Common Stock 70,000 70,000 D Stock Option (Right to Buy) $ 4.64 ( 5 ) 04/04/2026 Common Stock 112,500 112,500 D Stock Option (Right to Buy) $ 2.04 ( 5 ) 11/13/2027 Common Stock 72,500 92,500 D Stock Option (Right to Buy) $ 3.12 ( 5 ) 04/11/2028 Common Stock 112,500 112,500 D Stock Option (Right to Buy) $ 12.1 ( 5 ) 04/01/2029 Common Stock 105,000 105,000 D Stock Option (Right to Buy) $ 5.95 ( 6 ) 04/01/2030 Common Stock 115,000 115,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark Juergen M. C/O TURTLE BEACH CORPORATION 44 SOUTH BROADWAY, 4TH FLOOR WHITE PLAINS, NY10601 X CEO & President Signatures /s/ Juergen Stark 05/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units were converted into common stock on a one-for-one basis. The vesting of the restricted stock units was accelerated pursuant to the previously-disclosed separation letter agreement dated as of May 1, 2023 between the issuer and the reporting person. ( 2 )Performance stock units were converted into common stock on a one-for-one basis. The vesting of the performance stock units was accelerated pursuant to the previously-disclosed separation letter agreement dated as of May 1, 2023 between the issuer and the reporting person. ( 3 )Represents shares withheld to satisfy tax withholding obligations upon the vesting of the shares of restricted stock awarded to the reporting person. ( 4 )The securities were 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. ( 5 )All options were exercisable as of the transaction date. ( 6 )The vesting of these options was accelerated pursuant to the previously-disclosed separation letter agreement dated as of May 1, 2023 between the issuer and the reporting person.

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).

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