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United States securities and exchange commission logo
April 15, 2022
Patrick Gadson
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, New York 10036
Re: Turtle Beach Corp
Preliminary Proxy
Statement
Filed April 8, 2022
File No. 001-35465
Dear Mr. Gadson:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement
General
1. Please tell us what
consideration you have given to including the "About the Meeting"
section, currently
beginning on page 33, to the front of the proxy statement so security
holders are more
readily informed about the contested election.
2. Please revise your
proxy statement to disclose all of the effects of a change of control on
the company, including
any effects on employment agreements, financing arrangements,
and accelerated vesting
of any incentive arrangements.
Item 1. Election of Directors, page 8
3. Please revise your
disclosure to disclose why you recommend that security holders vote
for your nominees.
Patrick Gadson
The Grace Building
April 15, 2022
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 14
4. We note the disclaimer of beneficial ownership except to the extent
of [Mr. Keitel s]
pecuniary interest therein. Please note that beneficial ownership
is not determined based
on pecuniary interest. Refer to Rule 13d-3(a). Please revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNamePatrick Gadson Sincerely,
Comapany NameThe Grace Building
Division of
Corporation Finance
April 15, 2022 Page 2 Office of Mergers
& Acquisitions
FirstName LastName