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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

C/O TURTLE BEACH CORPORATION, 11011 VIA FRONTERA, SUITE A/B
3. Date of Earliest Transaction (MM/DD/YYYY)

8/16/2018
(Street)

SAN DIEGO, CA 92127
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/16/2018     S (1)    50000   D $25.22   180131   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)   $7.72                      (2) 9/3/2022   Common Stock   365912     365912   D    
Stock Option (Right to Buy)   $7.24                      (3) 5/29/2025   Common Stock   70000     70000   D    
Stock Option (Right to Buy)   $4.64                      (4) 4/4/2026   Common Stock   112500     112500   D    
Stock Option (Right to Buy)   $2.04                      (5) 11/13/2027   Common Stock   112500     112500   D    
Stock Option (Right to Buy)   $3.12                      (6) 4/11/2028   Common Stock   112500     112500   D    

Explanation of Responses:
(1)  The Reporting Person contributed shares of Turtle Beach Corporation common stock to an exchange fund in exchange for shares of the exchange fund. The shares of Turtle Beach Common Stock were valued at $25.22 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
(2)  All shares were exercisable as of the transaction date.
(3)  55,416 of the underlying shares have vested, with the remainder scheduled to vest in equal monthly installments until May 29, 2019.
(4)  65,625 of the underlying shares have vested, with the remainder scheduled to vest in equal monthly installments until April 4, 2020.
(5)  One-quarter of the underlying shares will vest on November 13, 2018, with the remainder vesting with respect to 1/48 of the underlying shares each month thereafter.
(6)  One-quarter of the underlying shares will vest on April 11, 2019, with the remainder vesting with respect to 1/48 of the underlying shares each month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stark Juergen M.
C/O TURTLE BEACH CORPORATION
11011 VIA FRONTERA, SUITE A/B
SAN DIEGO, CA 92127
X
CEO & President

Signatures
/s/ Juergen Stark 8/17/2018
** 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 control number.
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