Sec Form 4 Filing - Hanson John T @ Turtle Beach Corp - 2020-04-01

Insider filing report for Changes in Beneficial Ownership
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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
Hanson John T
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
(Last) (First) (Middle)
C/O TURTLE BEACH CORPORATION, 11011 VIA FRONTERA, SUITE A/B
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2020
(Street)
SAN DIEGO, CA92127
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 04/01/2020 M 5,000 A 12,638 D
Common Stock 04/01/2020 F 2,482 ( 2 ) D $ 5.95 10,156 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 ( 3 ) ( 4 ) ( 4 ) Common Stock 5,001 5,001 D
Restricted Stock Units ( 3 ) 04/01/2020 M 5,000 ( 5 ) ( 5 ) Common Stock 5,000 $ 0 15,000 D
Restricted Stock Units ( 3 ) 04/01/2020 A 28,000 ( 6 ) ( 6 ) Common Stock 28,000 $ 0 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 ( 8 ) 04/04/2026 Common Stock 8,630 8,630 D
Stock Option (Right to Buy) $ 2.04 ( 9 ) 11/13/2027 Common Stock 26,513 26,513 D
Stock Option (Right to Buy) $ 3.12 ( 10 ) 04/11/2028 Common Stock 29,391 29,391 D
Stock Option (Right to Buy) $ 12.1 ( 11 ) 04/01/2029 Common Stock 40,000 40,000 D
Stock Option (Right to Buy) $ 5.95 04/01/2020 A 55,000 ( 12 ) 04/01/2030 Common Stock 55,000 $ 0 55,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hanson John T
C/O TURTLE BEACH CORPORATION
11011 VIA FRONTERA, SUITE A/B
SAN DIEGO, CA92127
CFO, Treasurer and Secretary
Signatures
/s/John T. Hanson 04/02/2020
Signature of Reporting Person Date
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 )One-third of the underlying shares vested on February 16, 2020 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 transaction date, 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 res tricted 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 April 4, 2020.
( 9 )These options are scheduled to vest in equal monthly installments until November 13, 2021.
( 10 )These options are scheduled to vest in equal monthly installments until April 11, 2022.
( 11 )These options are scheduled to vest in equal monthly installments until April 1, 2023.
( 12 )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.

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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