Sec Form 4 Filing - Stark Juergen M. @ Turtle Beach Corp - 2023-05-11

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) 100 SUMMIT LAKE DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2023 (Street) VALHALLA, NY10594 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 05/11/2023 M 46,000 A $ 3.12 407,474 D Common Stock 05/11/2023 M 12,500 ( 1 ) A $ 4.64 419,974 D Common Stock 05/11/2023 S 46,000 D $ 11.06 ( 2 ) 373,974 D Common Stock 05/12/2023 M 17,500 A $ 3.12 391,474 D Common Stock 05/12/2023 M 12,500 ( 1 ) A $ 4.64 403,974 D Common Stock 05/12/2023 S 17,500 D $ 10.87 ( 3 ) 386,474 D Common Stock 05/15/2023 M 18,500 A $ 3.12 404,974 D Common Stock 05/15/2023 S 18,500 D $ 10.62 ( 4 ) 386,474 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 Stock Option (Right to Buy) $ 3.12 05/11/2023 M 46,000 ( 5 )( 7 ) 06/30/2024 Common Stock 46,000 $ 0 46,000 D Stock Option (Right to Buy) $ 4.64 05/11/2023 M 12,500 ( 5 )( 7 ) 06/30/2024 Common Stock 12,500 $ 0 75,000 D Stock Option (Right to Buy) $ 3.12 05/12/2023 M 17,500 ( 5 )( 7 ) 06/30/2024 Common Stock 17,500 $ 0 28,500 D Stock Option (Right to Buy) $ 4.64 05/12/2023 M 12,500 ( 5 )( 7 ) 06/30/2024 Common Stock 12,500 $ 0 62,500 D Stock Option (Right to Buy) $ 3.12 05/15/2023 M 18,500 ( 5 )( 7 ) 06/30/2024 Common Stock 18,500 $ 0 10,000 D Stock Option (Right to Buy) $ 7.24 ( 5 )( 7 ) 06/30/2024 Common Stock 70,000 70,000 D Stock Option (Right to Buy) $ 12.1 ( 5 )( 7 ) 06/30/2024 Common Stock 105,000 105,000 D Stock Option (Right to Buy) $ 5.95 ( 5 )( 6 )( 7 ) 06/30/2024 Common Stock 115,000 115,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark Juergen M. 100 SUMMIT LAKE DRIVE, SUITE 100 VALHALLA, NY10594 X CEO & President Signatures /s/ Juergen Stark 05/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares held following options exercises, resulting in a net increase of 25,000 shares held. ( 2 )Reflects the weighted average price of sales on May 11, 2023. The shares were sold in multiple transactions at prices ranging from $10.89 to $11.29, inclusive. The reporting person undertakes to provide to Turtle Beach Corporation, any security holder of Turtle Beach Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 3 )Reflects the weighted average price of sales on May 12, 2023. The shares were sold in multiple transactions at prices ranging from $10.60 to $11.23, inclusive. The reporting person undertakes to provide to Turtle Beach Corporation, any security holder of Turtle Beach Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 4 )Reflects the weighted average price of sales on May 15, 2023. The shares were sold in multiple transactions at prices ranging from $10.54 to $10.75, inclusive. The reporting person undertakes to provide to Turtle Beach Corporation, any security holder of Turtle Beach Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 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 (the "Separation Letter"). ( 7 )The expiration date of these options was revised under the terms of the Separation Letter to the earlier of (x) the then-remaining term pursuant to the terms of each option or (y) the first anniversary of the June 30, 2023.

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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