0001127602-21-013752.txt : 20210415 0001127602-21-013752.hdr.sgml : 20210415 20210415165302 ACCESSION NUMBER: 0001127602-21-013752 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210413 FILED AS OF DATE: 20210415 DATE AS OF CHANGE: 20210415 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: 21829109 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 2021-04-13 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 2021-04-13 4 A 0 175001 0 A 762868 I By Zelnick Media Corporation Common Stock 2021-04-13 4 S 0 119781 182.381 D 643087 I By Zelnick Media Corporation Common Stock 2021-04-13 4 S 0 105822 182.9198 D 537265 I By Zelnick Media Corporation Common Stock 2021-04-13 4 S 0 36517 184.0589 D 500748 I By Zelnick Media Corporation Common Stock 2021-04-13 4 S 0 8864 184.9868 D 491884 I By Zelnick Media Corporation Common Stock 2021-04-13 4 J 0 44331 0 D 447553 I By Zelnick Media Corporation EXPLANATORY NOTE: This Form 4 primarily relates to the grant of restricted stock units to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2021 and the vesting of restricted stock units previously granted to ZelnickMedia in April 2019 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 175,001 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2021. Includes 50,807 time-based restricted units that are scheduled to vest on April 13, 2023 and 124,194 performance-based restricted units that are scheduled to vest on April 13, 2023. 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, 2021. Represents 762,868 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, 2021, 315,315 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 15, 2019. The reported sale transactions were effected pursuant to a previously established 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 $181.64 to $182.64, 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 447,553 restricted units and 195,534 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 $182.65 to $183.65, 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 447,553 restricted units and 89,712 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 $183.66 to $184.60, 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 447,553 restricted units and 53,195 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 $184.67 to $185.63, 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 447,553 restricted units and 44,331 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, 2021, 315,315 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 44,331 shares received upon vesting to its employees, but none of which were distributed to Mr. Slatoff. Represents 447,553 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 2021-04-15