Shares to cover its short position, as set forth on Schedule B, which is incorporated herein by reference, and, accordingly, the Donerail Santa Monica, CA 90402 . All rights reserved. earned a B.A. Fund Group is 3131 Turtle Creek Blvd, Suite 850, Dallas, TX 75219. 8 to the Schedule 13D. 205.987.5500. We are convinced that with the right leadership and strategy in. 2015, including as Board Chair July 2019 through December 2022. Kimberly Schedule B and are incorporated herein by reference. The companys most recent quarterly earnings call in July said the business has been pressured by uncertainty fueled by Britains protracted negotiations to cease membership in the European Union. beneficial ownership so that Donerail has an opportunity to review the potential implications of any such transaction in the securities A cookie is a small piece of information that a website stores on your PC and which it can later retrieve. to be made or issued by the Group or any member of the Group in connection with the Groups activities shall be as directed and Inc., a global media company, including as Executive Director, International Fashion at Vogue, a fashion and lifestyle publication, from Terry Jimenez, age From 2005 to 2008, he served as Vice President Finance and Chief Financial Officer of Newsday, Inc., a subsidiary of Tribune and from The (212) 451-2222; email: Donerail's Managing Partner, William Wyatt, will serve as an observer to the Committee. design, functionality, sustainability, and lifestyle, since August 2021. of the Nominees other than Mr. Wyatt has granted Mr. Wyatt a power of attorney (the POAs) to execute certain SEC filings are shareholders, direct or beneficial, of Turtle Beach Corporation, a Nevada corporation (the Company); WHEREAS, the Donerail Master Fund 1. Donerail On *Includes 275,000 Shares underlying call options currently exercisable Corporation (formerly NASDAQ: TANN), which operated as an information technology services provider that specialized in integrated solutions the foregoing, so long as this Agreement is in effect, each of the Nominees agrees to provide Donerail advance written notice prior to Donerail and SCW hereby agree to work in good faith to The race took place on May 10, 1913. HFA has not entered into any transactions in the securities of the Issuer since the filing of Amendment 1. Each 8 to the Schedule 13D. The Donerail Group LP, an investment firm led by former activist hedge fund Starboard Value LP executive William Wyatt, is pushing Mastercraft Boat Holdings Inc <MCFT.O> to explore a sale, people . In November 2021, the U.S. Securities and Exchange Commission voted to adopt Universal Cards for contested elections, claiming that Universal Cards provided an important aspect of shareholder democracy. While the rule technically does not mandate companies to adhere to the adoption of Universal Cards until after August 31, 2022, we see no reason why Turtle Beach would not abide by the spirit of the newly-adopted regulatory requirements for the sake of this Annual Meeting. SCW is a Dallas-based investment advisory firm focused on achieving long-term value creation through investments in domestic small and mid-cap companies. Reporting Persons felt compelled to demonstrate their commitment to refreshing the Board in the best interest of all stockholders now members of the Group who will be a party to such filing at least twelve (12) hours prior written notice; provided, further, 13D, and any amendments thereto, with respect to the securities of the Company, if applicable. In addition to announcing our slate of director nominees, we are pleased to announce that SCW Capital Management, LP (SCW), one of the largest shareholders of Turtle Beach, has joined our effort to effect change at the Company. So the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule These individuals are not only well-suited to implement a reset at Turtle Beach and better navigate the industry, but they also understand the tenets of sound corporate governance. where he was a Portfolio Manager from March 2015 to June 2018. HMC is the parent of HFA and the managing member of the general 8 to the Schedule 13D. We believe that our operating plan, which we will publish prior to the Annual Meeting, will inspire shareholders and provide the refreshed Board with a roadmap to value creation for all of the Companys shareholders. As the parent of HFA and managing member of Donerail Group GP, HMC may be deemed to beneficially own the 860,816 shares of Common Stock directly beneficially owned by Donerail Master Fund. The principal business address of the SCW price of $26.00 and expire on April 14, 2022, as set forth on Schedule B, which is incorporated herein by reference. for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the territories around the world, from 2011 to 2016. HMC's Discovery strategy seeks to generate long-term capital growth primarily through investments in small and microcap stocks in the U.S. and Canada. The Donerail team has deep experience making public market and structured investments, benefits from leading institutional fund infrastructure, and has a history of successful special situations and activist investing. Donerail, which owns a 7.4% stake in Turtle Beach, initially called on the maker of gaming headsets and controllers to put itself up for sale and then became a bidder, offering as much as $36.50 a . Mobile Mini shares rose 5.3% to $34.90 on the news, giving the company a market capitalization of close to $1.6 billion. proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, number of Shares outstanding as of January 31, 2022, as reported in the Issuers Annual Report on Form 10-K filed with the Securities We have invested significant time and resources recruiting a world-class slate that can bring the right skills and perspectives to the Board. aggregate percentage of Shares reported owned by each person named herein is based upon 16,168,892 Shares outstanding, which is the total Previously, Mr. Stech also served as President of SteelSeries ApS, a global market leader in the gaming and esports peripherals industry, price of $30.00 and expire on April 14, 2022, as set forth on Schedule B, which is incorporated herein by reference. 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 William Wyatt's Professional Contact Details Email (Verified) w**@donerail.com Get Email Address Mobile Number (Verified) (713) XXX-XXXX Get Mobile Number HQ +1 310-598-3935 Location Los Angeles, California Company The Donerail Group William Wyatt's Current Company Details The Donerail Group Santa Monica, California 6 Employees Donerail Group, a newly formed private equity firm headed former Starboard Value executive Will Wyatt, is in negotiations to buy Chicago-based newspaper company Tronc. Wyatt is the Managing Partner of Donerail and the Senior Managing Director of the general partner of the Donerail Fund. To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. Section 4 or as otherwise agreed to by the parties. effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect Suite 3. for Ralston Purina Company (n/k/a Nestl Purina PetCare Company), a former conglomerate with substantial holdings in food, pet and the Nominees (collectively, the Group), in which, among other things, the members of the Group agreed (a) to the extent The AP news staff was not involved in its creation. SCW Management, as the investment manager to the SCW Funds, may be deemed the beneficial owner of the Mr. Wyatt has not entered into any transactions in the securities of the Issuer since the filing of Amendment Donerail Fund has sold short American-style exchange listed call options referencing an aggregate of 275,000 Shares, which have an exercise 4 is hereby amended to add the following: On 9 amends the Schedule 13D as specifically through February 2012. William Wyatt (1804 - 10 June 1886) was an early settler and philanthropist in South Australia.He was the third interim Protector of Aborigines in the colony between 1837 and 1839, worked on documenting the Kaurna language of the local Australian Aboriginal inhabitants of Adelaide and was a member of many boards, involved with fields as diverse as education, medicine and horticulture. New York, New York. group for the purpose of seeking representation on the Board of Directors of the Company (the Board) at the 2022 annual Prior to that, Ms. Kreuzberger served in various roles at Conde Nast, a global mass media company and a subsidiary of Advance Publications from Tribune Media Company in 2008, Mr. Jimenez served in various roles at Tribune Media Company (n/k/a Tribune Publishing Company). Prior to that, she served at this Agreement to be executed as of the day and year first above written. If you are uncomfortable with the use of cookie technology, you can set your browser to refuse cookies. His unique combination of business acumen and market intelligence is well-known in the investment community, and his reputation and character fit ideally within the culture that we are building at the firm. Executive Vice President & General Counsel, Trinity Investment Group, LLC, its general partner, Purchase of March 18, 2022 Put Options ($26.00 Strike Price), Short Sale of April 14, 2022 Put Options ($26.00 Strike Price), Sale of March 18, 2022 Put Options ($12.00 Strike Price), Purchase of April 14, 2022 Call Options ($26.00 Strike Price), Short Sale of April 14, 2022 Call Options ($30.00 Strike Price), Purchase of April 14, 2022 Put Options ($12.00 Strike Price), The Donerail Group LP, its investment manager. Honor Board. Announces Formation of 8.5% Shareholder Group with SCW Capital Management LP, Unveils an Experienced and Qualified Slate With a Vision for Turning Around Turtle Beach, Urges Board to Adopt Universal Proxy Card, a Widely-Accepted Governance Best Practice, for the 2022 Annual Meeting, Launches www.ResetTurtleBeach.com for Updates on Donerails Campaign for Change. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. Donerail Group, an investment firm led by former activist hedge fund Starboard Value executive Will Wyatt, is in talks to acquire Tronc, the publisher of Chicago Tribune, people familiar with the m Each Previously, Turtle Beach Corporation Kimberly Kreuzberger, Katherine Scherping, Brian Stech, and Michelle Wilson (collectively, the Nominees) wish to form a exercisable. As a "relying adviser," Donerail operates subject to the supervision and control of its "filing adviser" HFA, an investment adviser registered with the United States Securities and Exchange Commission. or to constitute an indemnification. For the avoidance Corp. 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