Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-20-013749
Date:2020-04-13
Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
Original Submission Date:

Reporting Person:

ZELNICK STRAUSS
C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 WEST 44TH STREET NEW YORK, NY 10036

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-25 G 4,090 d $0.00 105,450 indirect
COMMON STOCK 2020-04-13 A 272,552 a $0.00 884,123 indirect
COMMON STOCK 2020-04-13 S 59,060 d $117.98 825,063 indirect
COMMON STOCK 2020-04-13 S 84,095 d $118.84 740,968 indirect
COMMON STOCK 2020-04-13 S 73,199 d $119.92 667,769 indirect
COMMON STOCK 2020-04-13 S 311 d $120.41 667,458 indirect
COMMON STOCK 2020-04-14 S 3,191 d $124.26 664,267 indirect
COMMON STOCK 2020-04-14 J 76,400 d $0.00 587,867 indirect
COMMON STOCK 2020-04-14 G 54,670 d $0.00 0 direct
COMMON STOCK 2020-04-14 G 54,670 a $0.00 160,120 indirect
COMMON STOCK 2020-04-13 0 $0.00 95,000 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 explanatory note: this form 4 primarily relates to the grant of restricted stock units to zelnickmedia on april 13, 2020 and the vesting of restricted stock units previously granted to zelnickmedia in april 2018 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.
f2 represents a charitable gift/transfer of shares of common stock to a 501(c)(3) organization.
f3 represents 105,450 shares of common stock held by the zelnick/belzberg living trust (such securities are indirectly held by mr. zelnick). mr. zelnick disclaims beneficial ownership of the securities held by the zelnick/belzberg living trust except to the extent of his pecuniary interest therein.
f4 represents the grant of 272,552 restricted units to zelnickmedia pursuant to the restricted unit agreement entered into by zelnickmedia and the company on april 13, 2020. includes 79,128 time-based restricted units that are scheduled to vest on april 13, 2022 and 193,424 performance-based restricted units that are scheduled to vest on april 13, 2022. 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, 2020.
f5 represents 884,123 restricted units 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.
f6 these transactions are reported on separate lines due to the range of the sale prices.
f7 on april 13, 2020, 296,256 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 13, 2018. 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.
f8 represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $117.34 to $118.34, 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.
f9 represents 587,867 restricted units and 237,196 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.
f10 represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $118.35 to $119.35, 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.
f11 represents 587,867 restricted units and 153,101 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.
f12 represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $119.36 to $120.36, 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.
f13 represents 587,867 restricted units and 79,902 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.
f14 represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $120.40 to $120.43, 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.
f15 represents 587,867 restricted units and 79,591 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.
f16 represents 587,867 restricted units and 76,400 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.
f17 on april 13, 2020, 296,256 restricted units previously granted to zelnickmedia vested. following such vest, zelnickmedia distributed a total of 76,400 shares received upon vesting to its employees, including 54,670 shares to mr. zelnick which shares mr. zelnick had previously indirectly beneficially owned through zelnickmedia.
f18 represents 587,867 restricted units 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.
f19 mr. zelnick received 54,670 shares pursuant to a distribution, as further described in footnote (17) 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.
f20 represents 160,120 shares of common stock held by the zelnick/belzberg living trust (such securities are indirectly held by mr. zelnick), including 54,670 shares received by mr. zelnick pursuant to the distribution referred to in footnote (17) 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.
f21 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.
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