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  4. [Form 4] Turtle Beach Corporation Insider Trading Activity

Turtle Beach Corp (TBCH) 10% owner DC VGA LLC sells 1,388,888 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

DC VGA LLC, a 10% owner of Turtle Beach Corp, reported two sales of common stock totaling 1,388,888 shares on August 21, 2025, at $14.41 per share in open-market or private transactions. These securities are held by DC VGA LLC, which is majority-owned by Diversis Capital partnerships associated with Kevin Ma and Ron Nayot. After these transactions, DC VGA LLC directly holds 2,061,112 shares of Turtle Beach Corp common stock.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Insider group sold large blocks of TBCH shares on 08/21/2025; transactions were disclosed and show substantial remaining indirect holdings.

The filing documents two contemporaneous sales totaling 1,388,888 shares at $14.41 each. The sellers are an affiliated ownership group (DC VGA LLC and related Diversis Capital entities) controlled by Kevin Ma and Ron Nayot. The disclosure clarifies indirect ownership paths and post-transaction holdings of 2.76M and 2.06M shares, demonstrating continued significant stake despite the sales. From a market-impact perspective, the form provides clear compliance information but does not include context such as percentage ownership of outstanding shares or motives for the sales, which limits assessment of valuation signaling.

TL;DR The filing shows affiliated insiders and their entities executing substantial share dispositions while preserving material indirect positions.

The report identifies the multi-tiered ownership structure and confirms that Kevin Ma and Ron Nayot are the managing members of the GP entity that controls the reporting LP and LLC. The concentrated disclosure and dated signatures meet Section 16 filing requirements. The filing does not state whether sales were pursuant to a trading plan; therefore the governance record is complete for the disclosed trades but lacks additional explanatory detail that some stakeholders may seek.

Insider DC VGA LLC, Diversis Capital Partners I, L.P., Diversis Capital Partners GP I, L.P., Diversis Capital Partners GP I, LLC, MA KEVIN, NAYOT RON
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,388,888 shs ($20.01M)
Type Security Shares Price Value
Sale Common Stock 693,962 $14.41 $10.00M
Sale Common Stock 694,926 $14.41 $10.01M
Holdings After Transaction: Common Stock — 2,061,112 shares (Direct)
Footnotes (1)
  1. F1. These securities are held by DC VGA LLC (f/k/a PDP Holdings, LLC), a Delaware limited liability company. Diversis Capital Partners I, L.P. owns approximately 95% of the membership interests in DC VGA LLC. Diversis Capital Partners GP I, L.P. is the general partner of Diversis Capital Partners I, L.P. and Diversis Capital Partners GP I, LLC is the general partner of Diversis Capital Partners I, L.P. Messrs. Kevin Ma and Ron Nayot are the only directors and Managing Members of Diversis Capital Partners GP I, LLC and own approximately 50.00% and 50.00% of the membership interests of Diversis Capital Partners GP I, LLC, respectively.
First sale shares 693,962 shares Common stock sold on August 21, 2025, transaction code S
Second sale shares 694,926 shares Common stock sold on August 21, 2025, transaction code S
Total shares sold 1,388,888 shares Aggregate of two reported sales of Turtle Beach Corp common stock
Sale price $14.41 per share Price for both reported sales of common stock
Post-transaction holdings 2,061,112 shares Direct common stock position held by DC VGA LLC after the transactions
Diversis ownership in DC VGA LLC 95% Approximate membership interests in DC VGA LLC owned by Diversis Capital Partners I, L.P.
ten percent owner regulatory
"DC VGA LLC, a ten percent owner of Turtle Beach Corp"
limited liability company regulatory
"DC VGA LLC, a Delaware limited liability company"
A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.
general partner financial
"Diversis Capital Partners GP I, L.P. is the general partner"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
membership interests financial
"owns approximately 95% of the membership interests in DC VGA LLC"
An ownership stake in a limited liability company (LLC) that represents a holder’s share of the business’s profits, losses, and decision-making power. Think of it like a slice of the company’s pie and a seat at its management table: it determines how much money the owner can receive and how much influence they have over company choices. Investors care because these interests affect returns, control, transferability, and tax treatment.

FAQ

Who is the insider involved in the Turtle Beach Corp (TBCH) Form 4 filing?
DC VGA LLC, a 10% owner of Turtle Beach Corp, is the primary reporting entity. The common shares are held by DC VGA LLC, which is majority-owned and controlled through Diversis Capital partnerships linked to Kevin Ma and Ron Nayot.

How many Turtle Beach Corp (TBCH) shares were sold in this insider transaction?
The filing reports two sales of common stock totaling 1,388,888 shares. One trade involved 693,962 shares and the other 694,926 shares, both executed on August 21, 2025, by DC VGA LLC as a 10% owner.

At what price were Turtle Beach Corp (TBCH) shares sold in the reported trades?
Both reported transactions were executed at a price of $14.41 per share. The Form 4 identifies the transaction code as “S,” indicating sales in open-market or private transactions of Turtle Beach Corp common stock by DC VGA LLC.

How many Turtle Beach Corp (TBCH) shares does DC VGA LLC hold after the sale?
After the reported transactions, DC VGA LLC directly holds 2,061,112 shares of Turtle Beach Corp common stock. This post-transaction balance reflects the remaining ownership position of the 10% holder following the sale of 1,388,888 shares.

What is the relationship between DC VGA LLC and Diversis Capital in the Turtle Beach Corp (TBCH) filing?
The securities are held by DC VGA LLC, of which Diversis Capital Partners I, L.P. owns about 95% of membership interests. Diversis Capital general partner entities and managing members Kevin Ma and Ron Nayot control these interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DC VGA LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/21/2025 S 693,962 D $14.41 2,756,038 D(1)
Common Stock 08/21/2025 S 694,926 D $14.41 2,061,112 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DC VGA LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Diversis Capital Partners I, L.P.
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Diversis Capital Partners GP I, L.P.
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Diversis Capital Partners GP I, LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MA KEVIN
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NAYOT RON
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, SUITE 1050S
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are held by DC VGA LLC (f/k/a PDP Holdings, LLC), a Delaware limited liability company. Diversis Capital Partners I, L.P. owns approximately 95% of the membership interests in DC VGA LLC. Diversis Capital Partners GP I, L.P. is the general partner of Diversis Capital Partners I, L.P. and Diversis Capital Partners GP I, LLC is the general partner of Diversis Capital Partners I, L.P. Messrs. Kevin Ma and Ron Nayot are the only directors and Managing Members of Diversis Capital Partners GP I, LLC and own approximately 50.00% and 50.00% of the membership interests of Diversis Capital Partners GP I, LLC, respectively.
DC VGA LLC, By: /s/ Kevin Ma, Name: Kevin Ma, Title: President 08/22/2025
Diversis Capital Partners I, L.P., By: Diversis Capital Partners GP I, L.P., its general partner, By: Diversis Capital Partners GP I, LLC, its general partner, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member 08/22/2025
Diversis Capital Partners GP I, L.P., By: Diversis Capital Partners GP I, LLC, its general partner, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member 08/22/2025
Diversis Capital Partners GP I, LLC, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member 08/22/2025
By: /s/ Kevin Ma, Name: Kevin Ma 08/22/2025
By: /s/ Ron Nayot, Name: Ron Nayot 08/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR