0001127602-20-013747.txt : 20200415
0001127602-20-013747.hdr.sgml : 20200415
20200415174341
ACCESSION NUMBER: 0001127602-20-013747
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200413
FILED AS OF DATE: 20200415
DATE AS OF CHANGE: 20200415
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Slatoff Karl
CENTRAL INDEX KEY: 0001427810
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34003
FILM NUMBER: 20794555
MAIL ADDRESS:
STREET 1: C/O ZELNICKMEDIA CORPORATION
STREET 2: 19 WEST 44TH STREET, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TAKE TWO INTERACTIVE SOFTWARE INC
CENTRAL INDEX KEY: 0000946581
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 510350842
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 110 WEST 44TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646 536 2842
MAIL ADDRESS:
STREET 1: 110 WEST 44TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10036
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2020-04-13
0000946581
TAKE TWO INTERACTIVE SOFTWARE INC
TTWO
0001427810
Slatoff Karl
C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 WEST 44TH STREET
NEW YORK
NY
10036
1
President
Common Stock
2020-04-13
4
A
0
272552
0
A
884123
I
By Zelnick Media Corporation
Common Stock
2020-04-13
4
S
0
59060
117.975
D
825063
I
By Zelnick Media Corporation
Common Stock
2020-04-13
4
S
0
84095
118.8345
D
740968
I
By Zelnick Media Corporation
Common Stock
2020-04-13
4
S
0
73199
119.9207
D
667769
I
By Zelnick Media Corporation
Common Stock
2020-04-13
4
S
0
311
120.4072
D
667458
I
By Zelnick Media Corporation
Common Stock
2020-04-14
4
S
0
3191
124.26
D
664267
I
By Zelnick Media Corporation
Common Stock
2020-04-14
4
J
0
76400
0
D
587867
I
By Zelnick Media Corporation
EXPLANATORY NOTE: This Form 4 primarily relates to the grant of restricted stock units to ZelnickMedia on April 13, 2020 and the vesting of restricted stock units previously granted to ZelnickMedia in April 2018 and the sale of shares, including in order to satisfy the tax obligations arising from such vesting, pursuant to a previously established Rule 10b5-1 trading plan, as further described below.
Represents the grant of 272,552 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2020. Includes 79,128 time-based restricted units that are scheduled to vest on April 13, 2022 and 193,424 performance-based restricted units that are scheduled to vest on April 13, 2022. 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 April 13, 2020.
Represents 884,123 restricted units held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
These transactions are reported on separate lines due to the range of the sale prices.
On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on April 13, 2018. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $117.34 to $118.34, 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 587,867 restricted units and 237,196 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $118.35 to $119.35, 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 587,867 restricted units and 153,101 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $119.36 to $120.36, 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 587,867 restricted units and 79,902 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $120.40 to $120.43, 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 587,867 restricted units and 79,591 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
Represents 587,867 restricted units and 76,400 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
On April 13, 2020, 296,256 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 76,400 shares received upon vesting to its employees, but none of which were distributed to Mr. Slatoff.
Represents 587,867 restricted units held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
/s/ Karl Slatoff
2020-04-15