Sec Form 4 Filing - Wynne Megan S. @ Turtle Beach Corp - 2025-05-09

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
Wynne Megan S.
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
C/O TURTLE BEACH CORPORATION, 15822 BERNARDO CENTER DRIVE, SUITE 105
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2025
(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 05/09/2025 M 1,846 A 62,787 D
Common Stock 05/09/2025 F( 2 ) 900 D $ 10.72 61,887 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 ( 3 ) 05/09/2025 A 5,592 ( 4 ) ( 4 ) Common stock 5,592 $ 0 5,592 D
Performance Stock Units ( 3 ) 05/09/2025 M 1,846 ( 5 ) ( 5 ) Common stock 1,846 $ 0 3,746 D
Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common stock 4,500 4,500 D
Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common stock 12,250 12,250 D
Restricted Stock Units ( 6 ) ( 9 ) ( 9 ) Common stock 5,241 5,241 D
Restricted Stock Units ( 6 ) ( 10 ) ( 10 ) Common stock 11,620 11,620 D
Stock Option (Right to Buy) $ 2.04 ( 11 ) 11/13/2027 Common stock 3,106 3,106 D
Stock Option (Right to Buy) $ 3.12 ( 11 ) 04/11/2028 Common stock 4,551 4,551 D
Stock Option (Right to Buy) $ 12.1 ( 11 ) 04/01/2029 Common stock 18,209 18,209 D
Stock Option (Right to Buy) $ 5.95 ( 11 ) 04/01/2030 Common stock 31,875 31,875 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wynne Megan S.
C/O TURTLE BEACH CORPORATION
15822 BERNARDO CENTER DRIVE, SUITE 105
SAN DIEGO, CA92127
General Counsel
Signatures
/s/ Megan S. Wynne 05/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance stock units ("PSUs") were converted into common stock on a one-for-one basis.
( 2 )Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs awarded to the reporting person.
( 3 )These securities are PSUs representing a contingent right to receive one share of common stock.
( 4 )Acquired upon achievement of certain performance criteria of PSUs granted to the reporting person on April 1, 2024 under the Tu rtle Beach Corporation 2023 Stock Based Incentive Compensation Plan. Performance was measured over 13 months (April 1, 2024 through May 9, 2025) with respect to a stock price performance metric and 12 months (Q2 2024 through Q1 2025) with respect to an Adjusted EBITDA performance metric, with additional time-based vesting for earned units over two years.
( 5 )These PSUs vest as follows: 33% on May 9, 2025, 33% on April 1, 2026 and 34% on April 1, 2027.
( 6 )The securities are restricted stock units ("RSUs") representing a contingent right to receive one share of common stock or cash with a value equal to the fair market value of the underlying common stock or a combination thereof.
( 7 )These RSUs vest in equal annual installments until April 1, 2026.
( 8 )These RSUs vest in equal annual installments until April 1, 2027.
( 9 )These RSUs vest in equal annual installments until April 1, 2028.
( 10 )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.
( 11 )These options were exercisable as of the transaction 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).

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