Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hanson John T
  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
(Last)
(First)
(Middle)
C/O TURTLE BEACH CORPORATION, 100 SUMMIT LAKE DRIVE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2015
(Street)

VALHALLA, NY 10595
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 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
Stock Option (Right to Buy) $ 15.63 05/20/2015   D     291,977   (1) 01/30/2024 Common Stock 291,977 (2) 0 D  
Stock Option (Right to Buy) $ 1.93 05/20/2015   A   66,358     (3) 01/30/2024 Common Stock 66,358 (2) 66,358 D  
Stock Option (Right to Buy) $ 1.81 05/29/2015   A   120,000     (4) 05/29/2025 Common Stock 120,000 $ 0 120,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hanson John T
C/O TURTLE BEACH CORPORATION
100 SUMMIT LAKE DRIVE, SUITE 100
VALHALLA, NY 10595
      CFO, Treasurer and Secretary  

Signatures

 /s/ John T. Hanson   06/12/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 25% of the underlying shares vested on September 23, 2014, with the remainder scheduled to vest in equal monthly installments thereafter until September 23, 2017.
(2) On May 20, 2015, the issuer cancelled, pursuant to the issuer's option exchange program, an option for 291,977 shares of HEAR common stock previously granted to the reporting person. In exchange, the reporting person received a replacement option grant for 66,358 shares with an exercise price of $1.93 per share.
(3) 26,267 of the underlying shares were vested as of the grant date, and 1/35th of the remaining underlying shares will vest on the 23rd day of each month after the grant date until the option is fully vested.
(4) 25% of the underlying shares will vest on the first anniversary of the grant date, with the remainder scheduled to vest in equal monthly installments thereafter until the fourth anniversary of the grant date.

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