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Filing Details

Accession Number:: 0001127602-25-016455
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-06-03 16:19:50
Reporting Period:: 2025-05-30

Filing Date:: 2025-06-03
Accepted Time:: 2025-06-03 16:19:50
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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2025-05-30	50,935	$224.97	1,372,153	No	4	S	Indirect	By ZMC Advisors, L.P.
Common Stock	Disposition	2025-05-30	157,749	$225.97	1,214,404	No	4	S	Indirect	By ZMC Advisors, L.P.
Common Stock	Disposition	2025-05-30	7,977	$226.45	1,206,427	No	4	S	Indirect	By ZMC Advisors, L.P.
Common Stock	Disposition	2025-05-30	299,202	$0.00	907,225	No	4	J	Indirect	By ZMC Advisors, L.P.
Common Stock	Disposition	2025-05-30	135,985	$0.00	0	No	4	G	Direct
Common Stock	Acquisiton	2025-05-30	135,985	$0.00	326,495	No	4	G	Indirect	By Zelnick Belzberg Living Trust
Common Stock	Acquisiton	2025-06-02	372,577	$0.00	1,279,802	No	4	A	Indirect	By ZMC Advisors, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By ZMC Advisors, L.P.
No	4	S	Indirect	By ZMC Advisors, L.P.
No	4	S	Indirect	By ZMC Advisors, L.P.
No	4	J	Indirect	By ZMC Advisors, L.P.
No	4	G	Direct
No	4	G	Indirect	By Zelnick Belzberg Living Trust
No	4	A	Indirect	By ZMC Advisors, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	39,051	Indirect	By Wendy Jay Belzberg 2012 Family Trust

Footnotes

EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 515,863 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") on June 1, 2022, June 1, 2023 and June 3, 2024 under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC, (ii) the distribution by ZMC to certain of its employees of 299,202 shares of Common Stock received by ZMC upon such vesting in accordance with the customary historical practices of ZMC, and (iii) the annual grant of restricted stock units to ZMC on June 2, 2025, in each case as further described below.
All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC related to the vesting of restricted units granted pursuant to the Management Agreement.
These transactions are reported on separate lines due to the range of the sale prices.
On May 30, 2025, 515,863 restricted units previously granted to ZMC vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC, to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $224.34 to $225.33, 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.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $225.35 to $226.35, 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.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $226.37 to $226.55, 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.
On May 30, 2025, 515,863 restricted units previously granted to ZMC vested. Following such vest, ZMC distributed a total of 299,202 shares received upon vesting to its employees for no value, including 135,985 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC.
Mr. Zelnick received 135,985 shares pursuant to a distribution, as further described in Footnote (8) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZMC. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.
Represents 326,495 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 135,985 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (8) 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.
Represents the grant of 372,577 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 2, 2025. Includes (a) 73,623 time-based restricted units, 24,541 of which units are scheduled to vest on June 1, 2026, 24,541 of which units are scheduled to vest on June 1, 2027, and 24,541 of which units are scheduled to vest on June 1, 2028, and (b) 298,954 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2028. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on June 2, 2025.
Represents 1,279,802 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.
Represents 39,051 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.