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 *
Honore James L.
   2. Issuer Name and Ticker or Trading Symbol
Parametric Sound Corp [PAMT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director
(Last)
(First)
(Middle)
13771 DANIELSON STREET, STE. L		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2014
(Street)

POWAY, CA 92064		 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) $ 4.25 01/15/2014   D(1)     10,000 03/05/2012 03/05/2017 Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 4.25 01/15/2014   A(1)   10,000   01/15/2014 12/31/2014 Common Stock 10,000 $ 0 10,000 D  
Stock Option (Right to Buy) $ 9.95 01/15/2014   D(2)     5,000 02/21/2013 02/21/2018 Common Stock 5,000 $ 0 0 D  
Stock Option (Right to Buy) $ 9.95 01/15/2014   A(2)   5,000   01/15/2014 12/31/2014 Common Stock 5,000 $ 0 5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Honore James L.
13771 DANIELSON STREET, STE. L
POWAY, CA 92064		       Former Director

Signatures

 /s/ James A Barnes as Attorney-in-Fact for James L Honore   01/17/2014
**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) The reporting person resigned as a director on January 15, 2014 in connection with the merger of Parametric with VTB Holdings, Inc., a Delaware corporation (Turtle Beach). The reported transaction involved an amendment of an outstanding option to extend the exercise period after resignation from three months (April 15, 2014) to December 31, 2014 resulting in a deemed cancellation of the old option and the grant of a replacement option. The old option was fully vested at January 15, 2014.
(2) The reported transaction involved an amendment of an outstanding option to accelerate vesting of the option and extend the exercise period after resignation from three months (April 15, 2014) to December 31, 2014 resulting in a deemed cancellation of the old option and the grant of a replacement option. The old option was 50% vested at January 15, 2014 resulting in acceleration as to the exercisability of 2,500 options.

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