Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)¹

Turtle Beach Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

900450206

(CUSIP Number)

WILLIAM WYATT

THE DONERAIL GROUP LP

240 26th Street

Suite 3

Santa Monica, CA 90402

 

ANDREW FREEDMAN ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 28, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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 disclosures provided in a prior cover page.

The information required on 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).

	1		NAME OF REPORTING PERSON
				THE DONERAIL GROUP LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							450,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							450,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				450,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.7%
	14		TYPE OF REPORTING PERSON
				PN, IA

  

	1		NAME OF REPORTING PERSON
				WILLIAM WYATT
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							37,500
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							450,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							37,500
				10		SHARED DISPOSITIVE POWER
							450,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				487,500
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.9%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				HARBERT FUND ADVISORS, INC.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Alabama
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							450,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							450,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				450,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.7%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				HARBERT MANAGEMENT CORPORATION
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Alabama
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							450,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							450,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				450,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.7%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				SCW Capital, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							366,083
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							366,083
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				366,083
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.2%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				SCW Capital QP, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							169,782
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							169,782
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				169,782
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.0%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				SCW Capital Management, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							535,865
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							535,865
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				535,865
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.2%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Trinity Investment Group, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							-0-
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							535,865
PERSON WITH				9		SOLE DISPOSITIVE POWER
							-0-
				10		SHARED DISPOSITIVE POWER
							535,865
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				535,865
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.2%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Robert Cathey
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							30,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							535,865
PERSON WITH				9		SOLE DISPOSITIVE POWER
							30,000
				10		SHARED DISPOSITIVE POWER
							535,865
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				565,865
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.4%
	14		TYPE OF REPORTING PERSON
				IN

  

 

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2(a) is hereby amended to add the following:

On October 28, 2022, the Reporting Persons terminated that certain Joint Filing Agreement, dated May 17, 2022 (the “Joint Filing Agreement”), effective immediately. Accordingly, the Reporting Persons are no longer members of a group for purposes of Section 13(d) and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 15 to the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares Purchased by the Donerail Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule B, which is incorporated herein by reference. The aggregate purchase price for the 450,000 Shares reported owned directly by the Donerail Fund herein was approximately $11,276,915. The Shares purchased by Mr. Wyatt were purchased with personal funds in open market purchases. The aggregate purchase price for the 37,500 Shares reported owned herein by Mr. Wyatt is approximately $669,666, including brokerage commissions.

The Shares purchased by the SCW Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted in Schedule B, which is incorporated herein by reference. The aggregate purchase price for the 535,865 Shares reported owned herein by the SCW Funds is approximately $12,978,696, excluding brokerage commissions. The Shares purchased by Mr. Cathey were purchased with personal funds in open market purchases. The aggregate purchase price for the 30,000 Shares reported owned herein by Mr. Cathey is approximately $526,068, excluding brokerage commissions

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 16,526,393 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2022, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2022.

A.

Donerail

(a)

As of the close of business on October 28, 2022, Donerail beneficially owned 450,000 Shares.

Percentage: Approximately 2.7%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 450,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 450,000

(c)

The transactions in the securities of the Issuer by Donerail on behalf of the Donerail Fund since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

B.

Mr. Wyatt

(a)

As of the close of business on October 28, 2022, Mr. Wyatt beneficially owned 487,500 Shares, including (i) 37,500 Shares beneficially owned directly, and (ii) 450,000 Shares beneficially owned by Donerail.

Percentage: Approximately 2.9%

(b)

1. Sole power to vote or direct vote: 37,500 2. Shared power to vote or direct vote: 450,000 3. Sole power to dispose or direct the disposition: 37,500 4. Shared power to dispose or direct the disposition: 450,000

(c)

Mr. Wyatt has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

C.

HFA

(a)

HFA, in its capacity as “filing adviser” with supervisory control of Donerail, may be deemed the beneficial owner of the 450,000 Shares beneficially owned by Donerail.

Percentage: Approximately 2.7%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 450,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 450,000

(c)

HFA has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

D.

HMC

(a)

HMC, in its capacity as managing member of the general partner of Donerail, may be deemed the beneficial owner of the 450,000 Shares beneficially owned by Donerail.

Percentage: Approximately 2.7%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 450,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 450,000

(c)

HMC has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

E.

SCW Capital

(a)

As of the close of business on October 28, 2022, SCW Capital beneficially owned 366,083 Shares.

Percentage: Approximately 2.2%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 366,083 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 366,083

(c)

SCW Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

F.

SCW QP

(a)

As of the close of business on October 28, 2022, SCW QP beneficially owned 169,782 Shares.

Percentage: Approximately 1.0%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 169,782 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 169,782

(c)

SCW QP has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

G.

SCW Management

(a)

SCW Management, as the investment manager to the SCW Funds, may be deemed the beneficial owner of the 366,083 Shares beneficially owned by SCW Capital and the 169,782 Shares beneficially owned by SCW QP.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 535,865 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 535,865

(c)

SCW Management has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

H.

Trinity

(a)

Trinity, as the general partner of the SCW Funds and SCW Management, may be deemed the beneficial owner of the 366,083 Shares beneficially owned by SCW Capital and the 169,782 Shares beneficially owned by SCW QP.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 535,865 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 535,865

(c)

Trinity has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

I.

Mr. Cathey

(a)

As of the close of business on October 28, 2022, Mr. Cathey beneficially owned 565,865 Shares, including (i) 30,000 Shares beneficially owned directly, (ii) 366,083 Shares beneficially owned by SCW Capital and (iii) 169,782 Shares beneficially owned by SCW QP.

Percentage: Approximately 3.4%

(b)

1. Sole power to vote or direct vote: 30,000 2. Shared power to vote or direct vote: 535,865 3. Sole power to dispose or direct the disposition: 30,000 4. Shared power to dispose or direct the disposition: 535,865

(c)

Mr. Cathey has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 14 to the Schedule 13D.

The filing of this Amendment No. 15 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(e)

As of October 28, 2022, the Reporting Persons ceased to collectively be the beneficial owners of more than 5% of the Shares following the termination of the Joint Filing Agreement.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Previously, the Donerail Fund sold short American-style exchange listed put options referencing an aggregate of 300,000 Shares, which had an exercise price of $26.00 and expired on October 21, 2022. As set forth on Schedule B, subsequent to the filing of Amendment No. 14 to the Schedule 13D, the Donerail Fund received 78,900 Shares in connection with the assignment of certain of the foregoing put options following the exercise of such put options by the counterparty(ies) thereto. Accordingly, the Donerail Fund no longer has any exposure to such put options.

On October 28, 2022, the Reporting Persons terminated the Joint Filing Agreement, effective immediately.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2022

	THE DONERAIL GROUP LP
	By:	/s/ William Wyatt
		Name:	William Wyatt
		Title:	Managing Partner

 

 

	/s/ William Wyatt
	WILLIAM WYATT

 

 

	HARBERT FUND ADVISORS, INC.
	By:	/s/ John W. McCullough
		Name:	John W. McCullough
		Title:	Executive Vice President & General Counsel

 

 

	HARBERT MANAGEMENT CORPORATION
	By:	/s/ John W. McCullough
		Name:	John W. McCullough
		Title:	Executive Vice President & General Counsel

 

 

	SCW CAPITAL, LP
	By:	Trinity Investment Group, LLC, its general partner
	By:	/s/ Robert Cathey
		Name:	Robert Cathey
		Title:	Managing Member

 

 

	SCW CAPITAL QP, LP
	By:	Trinity Investment Group, LLC, its general partner
	By:	/s/ Robert Cathey
		Name:	Robert Cathey
		Title:	Managing Member

 

 

	SCW CAPITAL MANAGEMENT, LP
	By:	Trinity Investment Group, LLC, its general partner
	By:	/s/ Robert Cathey
		Name:	Robert Cathey
		Title:	Managing Member

 

 

	TRINITY INVESTMENT GROUP, LLC
	By:	/s/ Robert Cathey
		Name:	Robert Cathey
		Title:	Managing Member

 

 

	/s/ Robert Cathey
	ROBERT CATHEY

 

SCHEDULE B

TRANSACTIONS IN THE SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 14 TO THE SCHEDULE 13D

Nature of the Transaction

Securities Purchased/(Sold)

Price ($)

Date of Purchase / Sale

 

THE DONERAIL GROUP LP
(On behalf of the Donerail Fund)

Receipt of Common Stock1	18,000	26.0000	09/27/2022
Receipt of Common Stock1	57,000	26.0000	09/28/2022
Receipt of Common Stock1	3,900	26.0000	10/21/2022

 

---

¹ Represents the receipt of Shares in connection with the assignment of certain put options following the exercise of such options by the counterparty(ies) thereto.