0001127602-19-015008.txt : 20190408 0001127602-19-015008.hdr.sgml : 20190408 20190408171137 ACCESSION NUMBER: 0001127602-19-015008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190404 FILED AS OF DATE: 20190408 DATE AS OF CHANGE: 20190408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZELNICK STRAUSS CENTRAL INDEX KEY: 0001223489 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34003 FILM NUMBER: 19737931 MAIL ADDRESS: STREET 1: C/O ZELNICKMEDIA STREET 2: 650 FIFTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 2019-04-04 0000946581 TAKE TWO INTERACTIVE SOFTWARE INC TTWO 0001223489 ZELNICK STRAUSS C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. 110 WEST 44TH STREET NEW YORK NY 10036 1 1 Chairman, CEO Common Stock 2019-04-04 4 D 0 20396 0 D 505142 I By Zelnick Media Corporation Common Stock 2019-04-04 4 S 0 104279 93.6822 D 400863 I By Zelnick Media Corporation Common Stock 2019-04-04 4 S 0 22938 94.4986 D 377925 I By Zelnick Media Corporation Common Stock 2019-04-04 4 S 0 14375 95.4517 D 363550 I By Zelnick Media Corporation Common Stock 2019-04-04 4 S 0 1603 96.1524 D 361947 I By Zelnick Media Corporation Common Stock 2019-04-04 4 S 0 1419 97.57 D 360528 I By Zelnick Media Corporation Common Stock 2019-04-04 4 J 0 55580 0 D 304948 I By Zelnick Media Corporation Common Stock 2019-04-04 5 G 0 E 40252 0 D 0 D Common Stock 2019-04-04 5 G 0 E 40252 0 A 169540 I By Zelnick Belzberg Living Trust Common Stock 95000 I By Wendy Jay Belzberg 2012 Family Trust Represents the forfeiture of performance-based restricted units previously granted to ZelnickMedia due to the failure to meet certain performance conditions. Represents 296,256 restricted units and 208,886 shares of Common Stock held directly by ZelnickMedia, 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 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 4, 2019, 208,886 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 May 25, 2017. 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 $93.00 to $94.00, 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 296,256 restricted units and 104,607 shares of Common Stock held directly by ZelnickMedia, 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 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 $94.01 to $95.01, 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 296,256 restricted units and 81,669 shares of Common Stock held directly by ZelnickMedia, 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 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 $95.02 to $96.02, 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 296,256 restricted units and 67,294 shares of Common Stock held directly by ZelnickMedia, 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 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 $96.07 to $96.77, 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 296,256 restricted units and 65,691 shares of Common Stock held directly by ZelnickMedia, 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 ZelnickMedia except to the extent of his pecuniary interest therein. Represents 296,256 restricted units and 64,272 shares of Common Stock held directly by ZelnickMedia, 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 ZelnickMedia except to the extent of his pecuniary interest therein. On April 4, 2019, 208,886 restricted units previously granted to ZelnickMedia vested and ZelnickMedia distributed a total of 55,580 shares received upon vesting to its employees, including 40,252 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia. Represents 296,256 restricted units and 8,692 shares of Common Stock held directly by ZelnickMedia, 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 ZelnickMedia except to the extent of his pecuniary interest therein. Mr. Zelnick received 40,252 shares pursuant to a distribution, as further described in Footnote (14) 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. Represents 169,540 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 40,252 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (14) 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 95,000 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. /s/ Strauss Zelnick 2019-04-08