Filing Details

Accession Number:
0001127602-24-013007
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-04-16 16:44:54
Reporting Period:
2024-04-12
Accepted Time:
2024-04-16 16:44:54
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
946581 Take Two Interactive Software Inc TTWO Services-Prepackaged Software (7372) 510350842
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1223489 Strauss Zelnick C/O Take-Two Interactive Software, Inc.
110 West 44Th Street
New York NY 10036
Chairman, Ceo Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2024-04-12 18,876 $0.00 178,137 No 4 D Indirect By Zelnick Media Corporation
Common Stock Disposition 2024-04-12 35,401 $147.60 142,736 No 4 S Indirect By Zelnick Media Corporation
Common Stock Disposition 2024-04-12 25,809 $148.67 116,927 No 4 S Indirect By Zelnick Media Corporation
Common Stock Disposition 2024-04-12 29,641 $149.54 87,286 No 4 S Indirect By Zelnick Media Corporation
Common Stock Disposition 2024-04-12 87,286 $0.00 0 No 4 J Indirect By Zelnick Media Corporation
Common Stock Disposition 2024-04-12 35,785 $0.00 0 No 4 G Direct
Common Stock Acquisiton 2024-04-12 35,785 $0.00 168,517 No 4 G Indirect By Zelnick Belzberg Living Trust
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 D Indirect By Zelnick Media Corporation
No 4 S Indirect By Zelnick Media Corporation
No 4 S Indirect By Zelnick Media Corporation
No 4 S Indirect By Zelnick Media Corporation
No 4 J Indirect By Zelnick Media Corporation
No 4 G Direct
No 4 G Indirect By Zelnick Belzberg Living Trust
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 71,551 Indirect By Wendy Jay Belzberg 2012 Family Trust
Common Stock 1,146,518 Indirect By ZMC Advisors, L.P.
Footnotes
  1. EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 178,137 restricted units previously granted to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2022 under the Management Agreement, dated effective January 1, 2018, between the issuer and ZelnickMedia (the "Management Agreement"), and the sale of shares of Common Stock by ZelnickMedia, including in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, (ii) the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 under the Management Agreement due to the failure to meet certain performance conditions, and (iii) the distribution by ZelnickMedia to certain of its employees of 87,286 shares of Common Stock received by ZelnickMedia upon such vesting in accordance with the customary historical practices of ZelnickMedia, in each case as further described below.
  2. Represents the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 due to the failure to meet certain performance conditions.
  3. Represents 178,137 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below), of which Mr. Zelnick is a partner (and such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
  4. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia related to the vesting of restricted units granted pursuant to the Management Agreement.
  5. These transactions are reported on separate lines due to the range of the sale prices.
  6. On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.
  7. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $147.25 to $148.25, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
  8. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $148.26 to $149.26, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
  9. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $149.27 to $150.19, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
  10. On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 87,286 shares received upon vesting to its employees, including 35,785 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.
  11. Mr. Zelnick received 35,785 shares pursuant to a distribution, as further described in Footnote (10) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.
  12. Represents 168,517 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 35,785 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (10) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.
  13. Represents 71,551 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein.
  14. Represents 1,146,518 restricted units held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.