0001127602-22-012001.txt : 20220415 0001127602-22-012001.hdr.sgml : 20220415 20220415161759 ACCESSION NUMBER: 0001127602-22-012001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220413 FILED AS OF DATE: 20220415 DATE AS OF CHANGE: 20220415 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: 22830211 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 2022-04-13 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 2022-04-13 4 A 0 197013 0 A 644566 I By Zelnick Media Corporation Common Stock 2022-04-13 4 D 0 55126 0 D 589440 I By Zelnick Media Corporation Common Stock 2022-04-13 4 S 0 14598 137.1288 D 574842 I By Zelnick Media Corporation Common Stock 2022-04-13 4 S 0 48195 138.403 D 526647 I By Zelnick Media Corporation Common Stock 2022-04-13 4 S 0 88673 139.0105 D 437974 I By Zelnick Media Corporation Common Stock 2022-04-13 4 S 0 907 139.7715 D 437067 I By Zelnick Media Corporation EXPLANATORY NOTE: This Form 4 relates to the annual grant and vesting of restricted units to ZelnickMedia Corporation ("ZelnickMedia") under the terms of the Management Agreement, dated as of November 17, 2017, and effective January 1, 2018 (the "Management Agreement"), between the issuer and ZelnickMedia and reflects (i) the grant of 197,013 restricted units to ZelnickMedia on April 13, 2022 pursuant to the terms of the Management Agreement, (ii) the vesting of restricted units previously granted to ZelnickMedia on April 13, 2020 under 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 previously established Rule 10b5-1 trading plan, and (iii) the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 under the Management Agreement due to the failure to meet certain performance conditions, 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 previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement. Represents the grant of 197,013 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2022. Includes 57,197 time-based restricted units that are scheduled to vest on April 13, 2024 and 139,816 performance-based restricted units that are scheduled to vest on April 13, 2024. 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, 2022. Represents 644,566 restricted units held directly by ZelnickMedia (prior to giving effect to the forfeiture and vesting of certain restricted units described in footnotes (5) and (8)), 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 the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 due to the failure to meet certain performance conditions. Represents 372,014 restricted units and 217,426 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (5) above and footnote (8) below), 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, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. 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 $136.61 to $137.61, 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 $137.66 to $138.66, 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 $138.67 to $139.67, 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 $139.67 to $139.93, 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 372,014 restricted units and 65,053 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. /s/ Karl Slatoff 2022-04-15