0001127602-24-013009.txt : 20240416
0001127602-24-013009.hdr.sgml : 20240416
20240416164745
ACCESSION NUMBER: 0001127602-24-013009
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240412
FILED AS OF DATE: 20240416
DATE AS OF CHANGE: 20240416
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Slatoff Karl
CENTRAL INDEX KEY: 0001427810
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34003
FILM NUMBER: 24848415
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]
ORGANIZATION NAME: 06 Technology
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
X0508
4
2024-04-12
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
1
Common Stock
2024-04-12
4
D
0
18876
0
D
178137
I
By Zelnick Media Corporation
Common Stock
2024-04-12
4
S
0
35401
147.5987
D
142736
I
By Zelnick Media Corporation
Common Stock
2024-04-12
4
S
0
25809
148.6721
D
116927
I
By Zelnick Media Corporation
Common Stock
2024-04-12
4
S
0
29641
149.5413
D
87286
I
By Zelnick Media Corporation
Common Stock
2024-04-12
4
J
0
87286
0
D
0
I
By Zelnick Media Corporation
Common Stock
2024-04-12
4
J
0
17167
0
A
31883
D
Common Stock
1146518
I
By ZMC Advisors, L.P.
EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 178,137 restricted units previously granted to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2022 under the Management Agreement, dated effective January 1, 2018, between the issuer and ZelnickMedia (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 Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, (ii) the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 under the Management Agreement due to the failure to meet certain performance conditions, and (iii) the distribution by ZelnickMedia to certain of its employees of 87,286 shares of Common Stock received by ZelnickMedia upon such vesting in accordance with the customary historical practices of ZelnickMedia, in each case as further described below.
Represents the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 due to the failure to meet certain performance conditions.
Represents 178,137 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below), of which Mr. Slatoff is a partner (and 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.
All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia related to the vesting of restricted units granted pursuant to the Management Agreement.
These transactions are reported on separate lines due to the range of the sale prices.
On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, 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 $147.25 to $148.25, 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 $148.26 to $149.26, 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 $149.27 to $150.19, 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.
On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 87,286 shares received upon vesting to its employees, including 17,167 shares to Mr. Slatoff, which shares Mr. Slatoff had previously indirectly beneficially owned through ZelnickMedia.
Mr. Slatoff received 17,167 shares pursuant to a distribution, as further described in Footnote (10) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Slatoff indirectly through ZelnickMedia.
Represents 1,146,518 restricted units held directly by ZMC Advisors, L.P., 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 ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.
/s/ Karl Slatoff
2024-04-16