SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hanson John T (Last) (First) (Middle) C/O TURTLE BEACH CORPORATION 44 SOUTH BROADWAY, 4TH FLOOR (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Turtle Beach Corp [ HEAR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CFO, Treasurer and Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. 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								19,507	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 (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	(1)	03/16/2022		A		3,360		(2)	(2)	Common Stock	3,360	$0.00	3,360	D
Restricted Stock Units	(3)							(4)	(4)	Common Stock	10,000		10,000	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	20,625		20,625	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	18,000		18,000	D
Stock Option (Right to Buy)	$2.04							(7)	11/13/2027	Common Stock	2,696		2,696	D
Stock Option (Right to Buy)	$12.1							(8)	04/01/2029	Common Stock	14,167		14,167	D
Stock Option (Right to Buy)	$5.95							(9)	04/01/2030	Common Stock	33,230		33,230	D
Stock Option (Right to Buy)	$3.12							(10)	04/11/2028	Common Stock	29,391		29,391	D

Explanation of Responses:

1. The securities are performance stock units representing a contingent right to receive one share of Turtle Beach Corporation common stock.

2. Acquired upon achievement of certain performance criteria pursuant to one-third of the performance stock units granted April 1, 2021 under the Turtle Beach Corporation Stock Based 2013 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 performance stock units will vest with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2022, subject to continued employment through such date.

3. The securities are restricted stock 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.

4. These restricted stock units vest in equal annual installments until April 1, 2023.

5. These restricted stock units vest in equal annual installments until April 1, 2024.

6. One-quarter of these restricted stock units will vest on April 1, 2022, with the remainder of the restricted stock units vesting in equal annual installments until April 1, 2025.

7. All options were exercisable as of the transaction date.

8. All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2023.

9. All exercised options were exercisable as of the transaction date, with the remainder options scheduled to vest in equal monthly installments until April 1, 2024.

10. These options are scheduled to vest in equal monthly installments until April 11, 2022.

Remarks:

	/s/John T. Hanson	03/18/2022
	** 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).
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