0000894579-23-000202.txt : 20230710 0000894579-23-000202.hdr.sgml : 20230710 20230710130854 ACCESSION NUMBER: 0000894579-23-000202 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230710 DATE AS OF CHANGE: 20230710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keirn Cris CENTRAL INDEX KEY: 0001984120 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35465 FILM NUMBER: 231079120 MAIL ADDRESS: STREET 1: C/O TURTLE BEACH CORP STREET 2: 44 SOUTH BROADWAY, 4TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Turtle Beach Corp CENTRAL INDEX KEY: 0001493761 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 272767540 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 SOUTH BROADWAY STREET 2: 4TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 888-496-8001 MAIL ADDRESS: STREET 1: 44 SOUTH BROADWAY STREET 2: 4TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: Parametric Sound Corp DATE OF NAME CHANGE: 20100609 3 1 form3.xml X0206 3 2023-07-01 0 0001493761 Turtle Beach Corp HEAR 0001984120 Keirn Cris C/O TURTLE BEACH CORPORATION 44 SOUTH BROADWAY, 4TH FLOOR WHITE PLAINS NY 10601 true Interim CEO Common Stock 9832 D Restricted Stock Units Common Stock 6875 D Restricted Stock Units Common Stock 9000 D Restricted Stock Units Common Stock 15750 D Restricted Stock Units Common Stock 28000 D Stock Option (Right to Buy) 12.1 2029-04-01 Common Stock 19167 D Stock Option (Right to Buy) 5.95 2030-04-01 Common Stock 12605 D These restricted stock unit awards ("RSUs") vest in equal annual installments until April 1, 2024. As of the date of this report, 20,625 RSUs have vested and 6,875 RSUs remain unvested. 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. These RSU awards vest in equal annual installments until April 1, 2025. As of the date of this report, 9,000 RSUs have vested and 9,000 RSUs remain unvested. These RSU awards vest in equal annual installments until April 1, 2026. As of the date of this report, 5,250 RSUs have vested and 15,750 RSUs remain unvested. These RSU awards vest in equal annual installments until April 1, 2027. As of the date of this report, 28,000 RSUs remain unvested. All options were exercisable as of the date of this report. These options are scheduled to vest in equal monthly installments until April 1, 2024. As of the date of this report, 2,292 of these options were fully vested. Exhibit 24 - Power of Attorney /s/ John T. Hanson, Attorney-in-fact for Cris Keirn 2023-07-10 EX-24 2 keirnpoa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

 Know all by these presents, that the undersigned, Cris Keirn, hereby constitutes and appoints John T. Hanson and Megan Wynne, and each of them acting individually, as the undersigned’s true and lawful attorneys-in-fact to:


 (1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Turtle Beach Corporation (the “Company”), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder;


(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and


(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of June, 2023.

 
/s/ Cris Keirn
  
 
Cris Keirn