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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Turtle Beach Corporation (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
(CUSIP Number) |
David Smith O'Melveny & Myers LLP, 1999 Avenue of Stars, 8th Floor Los Angeles, CA, 90067 (310) 553-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DC VGA LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Diversis Capital Partners I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Diversis Capital Partners GP I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Diversis Capital Partners GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Kevin Ma | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Ron Nayot | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
674,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
Turtle Beach Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
15822 Bernardo Center Drive, Suite 105, San Diego,
CALIFORNIA
, 92127. | |
Item 1 Comment:
This amended statement on Schedule 13D/A relates to the common stock, par value $0.001 per share (the "Common Stock"), of Turtle Beach Corporation (the "Issuer"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons, on March 21, 2024 (the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein.
This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 3 to the Schedule 13D (the Schedule 13D, as amended by Amendment No. 1, filed with the SEC on August 22, 2025 and further amended by Amendment No. 2, filed with the SEC on August 12, 2026, and this Amendment, collectively, the "Statement"). Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover page is hereby incorporated by reference. | |
| (b) | The information set forth on the cover page is hereby incorporated by reference. | |
| (c) | On August 13, 2026, the Reporting Persons sold 115,016 shares of Common Stock in the open market at a weighted average price of $12.9030. These shares were sold in multiple transactions at prices ranging from $12.85 to $13.115. On August 14, 2026, the Reporting Persons sold 19,438 shares of Common Stock in the open market at a weighted average price of $12.8507. These shares were sold in multiple transactions at prices ranging from $12.85 to $12.86. On August 25, 2026, the Reporting Persons sold 143,136 shares of Common Stock in the open market at a weighted average price of $12.8612. These shares were sold in multiple transactions at pricing ranging from $12.85 to $12.9430. On August 26, 2026, the Reporting Persons sold 54,043 shares of Common Stock in the open market at a weighted average price of $12.8583. These shares were sold in multiple transactions at prices ranging from $12.85 to $12.93. On August 27, 2026, the Reporting Persons sold 769,102 shares of Common Stock in the open market at a weighted average price of $12.9361. These shares were sold in multiple transactions at prices ranging from $12.85 to $13.31. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated as of March 13, 2024. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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