Sec Form 13G Filing - Islet Management LP filing for Turtle Beach Corp (HEAR) - 2024-01-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1) The amount set forth in each of Rows 5, 7 and 9 is based on 65,000 shares of Common Stock (as defined below) and 150,000 shares of Common Stock underlying call options that are currently exercisable, held by funds and accounts over which Islet Management, LP exercises investment discretion.

1	NAMES OF REPORTING PERSONS
	Joseph Samuels
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			215,000 (2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			215,000 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	215,000 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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(2) The amount set forth in each of Rows 5, 7 and 9 is based on 65,000 shares of Common Stock (as defined below) and 150,000 shares of Common Stock underlying call options that are currently exercisable, held by funds and accounts over which Joseph Samuels, through his positions as Chief Executive Officer and Chief Investment Officer of Islet Management, LP, exercises investment discretion.

 Turtle Beach Corporation, a Nevada corporation (the "Issuer").

44 South Broadway, 4^th Floor

White Plains, NY 10601

This Schedule 13G filing relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of the Issuer.

This Schedule 13G is being filed on behalf of the following persons/entities (collectively, the "Reporting Persons"):

• •	Islet Master Fund, L.P. (the "Master Fund") Islet Management, LP  ("Islet")
•	Joseph Samuels

590 Madison Avenue, 27th Floor

New York, NY 10022

The Master Fund is a Cayman Islands exempted limited partnership.

Islet is organized under the laws of the State of Delaware.

Joseph Samuels is a United States citizen.

Common Stock, par value $0.001 per share (“Common Stock”)

 

 

Not applicable.

 

(a) Amount beneficially owned:

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

Islet acts as investment manager to, and exercises investment discretion with respect to funds and accounts that hold the securities of the Issuer described herein (the “Accounts”). Mr. Samuels is the Chief Executive Officer and Chief Investment Officer of Islet. As investment manager to the Accounts, Islet, pursuant to an investment management agreement, has discretionary investment authority and voting power with respect to the Common Stock beneficially owned by the Accounts. Thus, it could be deemed to have the power to vote and dispose or direct the disposition of such Common Stock or the right to acquire such power upon exercise of the call options held by the Accounts.

As the Chief Executive Officer and Chief Investment Officer of Islet, Mr. Samuels has the ability to exercise investment discretion over the Accounts. Thus, he could be deemed to share the power to vote and dispose or direct the disposition of the Common Stock beneficially owned by the Accounts.

As of December 31, 2023, the Accounts directly held 65,000 shares of Common Stock and 150,000 shares of Common Stock underlying call options that are currently exercisable.

Calculations of the percentage of shares of Common Stock beneficially owned are based on 17,404,013 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023.

(b) Percent of class:

See Item 4(a) above

 

See Item 5 of each cover page hereof.

See Item 6 of each cover page hereof.

See Item 7 of each cover page hereof.

See Item 8 of each cover page hereof.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Not applicable.

 Not applicable.

 Not applicable.

Not applicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

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.