Sec Form 4/A Filing - Stark Juergen M. @ Turtle Beach Corp - 2016-05-23

FORM 4/A 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) Chief Executive Officer & Pres (Last) (First) (Middle) C/O TURTLE BEACH CORPORATION, 12220 SCRIPPS SUMMIT DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2016 (Street) SAN DIEGO, CA92131 4. If Amendment, Date Original Filed (MM/DD/YY) 04/26/2016 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

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) $ 1.16 05/23/2016 D 85,912 ( 1 ) ( 2 ) 04/04/2026 Common Stock 450,000 $ 0 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark Juergen M. C/O TURTLE BEACH CORPORATION 12220 SCRIPPS SUMMIT DRIVE, SUITE 100 SAN DIEGO, CA92131 X Chief Executive Officer & Pres Signatures /s/ Juergen Stark 05/24/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the forfeiture of a portion of a non-qualified stock option granted to the reporting person on April 4, 2016 pursuant to an award agreement under the Turtle Beach Corporation 2013 Stock-Based Incentive Compensation Plan. The reporting person waives his right to vest in and exercise the stock option with respect to 85,912 underlying shares of common stock, with no compensation due therefor. ( 2 )The stock option will vest and become exercisable (i) with respect to 112,500 of the underlying shares on April 4, 2017, and (ii) with respect to 9,375 shares on the 4th day of each month thereafter until the stock option becomes fully vested and exercisable with respect to 450,000 underlying shares of common stock on April 4, 2020.

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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