Sec Form 4 Filing - Keirn Cris @ Turtle Beach Corp - 2025-03-31

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
Keirn Cris
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O TURTLE BEACH CORPORATION, 15822 BERNARDO CENTER DRIVE, SUITE 105
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2025
(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 04/01/2025 M 7,476 A 43,124 D
Common Stock 04/01/2025 M 7,920 A 51,044 D
Common Stock 04/01/2025 M 4,500 A 55,544 D
Common Stock 04/01/2025 M 5,250 A 60,794 D
Common Stock 04/01/2025 M 7,000 A 67,794 D
Common Stock 04/01/2025 M 6,552 A 74,346 D
Common Stock 04/01/2025 F( 3 ) 19,618 D $ 14.63 54,728 D
Common stock
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 ( 4 ) 03/31/2025 A 7,476 ( 5 ) ( 5 ) Common stock 7,476 $ 0 7,476 D
Performance Stock Units ( 4 ) 04/01/2025 M 7,476 ( 5 ) ( 5 ) Common stock 7,476 $ 0 0 D
Performance Stock Units ( 4 ) 03/31/2025 A 7,920 ( 6 ) ( 6 ) Common stock 7,920 $ 0 7,920 D
Performance Stock Units ( 4 ) 04/01/2025 M 7,920 ( 6 ) ( 6 ) Common stock 7,920 $ 0 0 D
Restricted Stock Units ( 7 ) 04/01/2025 M 4,500 ( 8 ) ( 8 ) Common stock 4,500 $ 0 0 D
Restricted Stock Units ( 7 ) 04/01/2025 M 5,250 ( 9 ) ( 9 ) Common stock 5,250 $ 0 5,250 D
Restricted Stock Units ( 7 ) 04/01/2025 M 7,000 ( 10 ) ( 10 ) Common stock 7,000 $ 0 14,000 D
Restricted Stock Units ( 7 ) 04/01/2025 M 6,552 ( 11 ) ( 11 ) Common stock 6,552 $ 0 19,656 D
Restricted Stock Units ( 7 ) 04/01/2025 A 34,176 ( 12 ) ( 12 ) 34,176 $ 0 34,176 D
Stock Option (Right to Buy) $ 12.1 ( 13 ) 04/01/2029 Common stock 19,167 19,167 D
Stock Option (Right to Buy) $ 5.95 ( 13 ) 04/01/2030 Common stock 12,605 12,605 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keirn Cris
C/O TURTLE BEACH CORPORATION
15822 BERNARDO CENTER DRIVE, SUITE 105
SAN DIEGO, CA92127
X CEO
Signatures
/s/ Megan S. Wynne, attorney-in-fact for Cris Keirn 04/02/2025
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 )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 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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