General Counsel Wynne Megan S. converted options into 29,460 shares and covered exercise/tax liability with 14,988 shares, increasing direct ownership by 31% to 60,941 units (SEC Form 4)
$TBCH
Telecommunications Equipment
Telecommunications
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/01/2025 | M | 6,408 | A | (1) | 52,877 | D | |||
| Common Stock | 04/01/2025 | M | 6,930 | A | (1) | 59,807 | D | |||
| Common Stock | 04/01/2025 | M | 3,750 | A | (2) | 63,557 | D | |||
| Common Stock | 04/01/2025 | M | 4,500 | A | (2) | 68,057 | D | |||
| Common Stock | 04/01/2025 | M | 6,125 | A | (2) | 74,182 | D | |||
| Common Stock | 04/01/2025 | M | 1,747 | A | (2) | 75,929 | D | |||
| Common Stock | 04/01/2025 | F(3) | 14,988 | D | $14.63 | 60,941 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (4) | 03/31/2025 | A | 6,408 | (5) | (5) | Common stock | 6,408 | $0 | 6,408 | D | ||||
| Performance Stock Units | (4) | 04/01/2025 | M | 6,408 | (5) | (5) | Common stock | 6,408 | $0 | 0 | D | ||||
| Performance Stock Units | (4) | 03/31/2025 | A | 6,930 | (6) | (6) | Common Stock | 6,930 | $0 | 6,930 | D | ||||
| Performance Stock Units | (4) | 04/01/2025 | M | 6,930 | (6) | (6) | Common stock | 6,930 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | M | 3,750 | (8) | (8) | Common stock | 3,750 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | M | 4,500 | (9) | (9) | Common stock | 4,500 | $0 | 4,500 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | M | 6,125 | (10) | (10) | Common stock | 6,125 | $0 | 12,250 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | M | 1,747 | (11) | (11) | Common stock | 1,747 | $0 | 5,241 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | A | 11,620 | (12) | (12) | Common stock | 11,620 | $0 | 11,620 | D | ||||
| Stock Option (Right to Buy) | $2.04 | (13) | 11/13/2027 | Common stock | 3,106 | 3,106 | D | ||||||||
| Stock Option (Right to Buy) | $3.12 | (13) | 04/11/2028 | Common stock | 4,551 | 4,551 | D | ||||||||
| Stock Option (Right to Buy) | $12.1 | (13) | 04/01/2029 | Common stock | 18,209 | 18,209 | D | ||||||||
| Stock Option (Right to Buy) | $5.95 | (13) | 04/01/2030 | Common stock | 31,875 | 31,875 | D | ||||||||
| Explanation of Responses: |
| 1. Performance stock units ("PSUs") were converted into common stock on a one-for-one basis. |
| 2. Restricted stock units ("RSUs") were converted into common stock on a one-for-one basis. |
| 3. Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs and RSUs awarded to the reporting person. |
| 4. These securities are PSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock. |
| 5. Acquired upon achievement of certain performance criteria pursuant to 34% of the PSUs granted April 1, 2022 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of PSUs 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 PSUs vested with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2024. Vested shares for this grant have been rounded down to the nearest whole share upon conversion into common stock on a one-for-one basis. |
| 6. Acquired upon achievement of certain performance criteria pursuant to 33% of the performance stock units granted April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 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 PSUs vested with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2024. Vested shares for this grant have been rounded down to the nearest whole share upon conversion into common stock on a one-for-one basis. |
| 7. The securities are RSUs 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. |
| 8. These RSUs vested in full on April 1, 2025. |
| 9. These RSUs vest in equal annual installments until April 1, 2026. |
| 10. These RSUs vest in equal annual installments until April 1, 2027. |
| 11. These RSUs vest in equal annual installments until April 1, 2028. |
| 12. One-quarter of these RSUs will vest on April 1, 2026, with the remainder of the RSUs vesting in equal annual installments until April 1, 2029. |
| 13. These options were exercisable as of the transaction date. |
| /s/ Megan S. Wynne | 04/02/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||