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