Sec Form 4 Filing - Hanson John T @ Turtle Beach Corp - 2022-03-16

Insider filing report for Changes in Beneficial Ownership
"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>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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, 44 SOUTH BROADWAY, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2022
(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 19,507 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
Performance Stock Units ( 1 ) 03/16/2022 A 3,360 ( 2 ) ( 2 ) Common Stock 3,360 $ 0 3,360 D
Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 10,000 10,000 D
Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Common Stock 20,625 20,625 D
Restricted Stock Units ( 3 ) ( 6 ) ( 6 ) Common Stock 18,000 18,000 D
Stock Option (Right to Buy) $ 2.04 ( 7 ) 11/13/2027 Common Stock 2,696 2,696 D
Stock Option (Right to Buy) $ 12.1 ( 8 ) 04/01/2029 Common Stock 14,167 14,167 D
Stock Option (Right to Buy) $ 5.95 ( 9 ) 04/01/2030 Common Stock 33,230 33,230 D
Stock Option (Right to Buy) $ 3.12 ( 10 ) 04/11/2028 Common Stock 29,391 29,391 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hanson John T
C/O TURTLE BEACH CORPORATION
44 SOUTH BROADWAY, 4TH FLOOR
WHITE PLAINS, NY10601
CFO, Treasurer and Secretary
Signatures
/s/John T. Hanson 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are performance stock units representing a contingent right to receive one share of Turtle Beach Corporation common stock.
( 2 )Acquired upon achievement of certain performance criteria pursuant to one-third of the performance stock units granted April 1, 2021 under the Turtle Beach Corporation Stock Based 2013 Incentive Compensation Plan. The vesting of performance stock units is determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200%. These performance stock units will vest with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2022, subject to continued employment through such date.
( 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 )These restricted stock units vest in equal annual installments until April 1, 2023.
( 5 )These restricted stock units vest in equal annual installments until April 1, 2024.
( 6 )One-quarter of these restricted stock units will vest on April 1, 2022, with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2025.
( 7 )All options were exercisable as of the transaction date.
( 8 )All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2023.
( 9 )All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2024.
( 10 )These options are scheduled to vest in equal monthly installments until April 11, 2022.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.