0001127602-22-016725.txt : 20220603 0001127602-22-016725.hdr.sgml : 20220603 20220603174519 ACCESSION NUMBER: 0001127602-22-016725 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220601 FILED AS OF DATE: 20220603 DATE AS OF CHANGE: 20220603 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: 22995976 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 2022-06-01 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 2022-06-01 4 A 0 675684 0 A 675684 I By ZMC Advisors, L.P. Common Stock 372014 I By Zelnick Media Corporation In accordance with the previously disclosed Management Agreement (as defined and described in Footnote (2) below), represents the grant of (a) 188,665 restricted units to ZMC Advisors, L.P. ("ZMC Advisors") pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (2 Year Cliff Vest)"), (b) 206,517 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (3 Year Cliff Vest)"), and (c) 280,502 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "New Grant Agreement" and together with the Transition Period Grant Agreement (2 Year Cliff Vest) and the Transition Period Grant Agreement (3 Year Cliff Vest), the "Restricted Unit Agreements"). The Transition Period Grant Agreement (2 Year Cliff Vest) includes (i) 37,733 time-based restricted units that are scheduled to vest on June 1, 2024 and (ii) 150,932 performance-based restricted units that are scheduled to vest on June 1, 2024. The Transition Period Grant Agreement (3 Year Cliff Vest) includes (i) 41,303 time-based restricted units that are scheduled to vest on June 1, 2025 and (ii) 165,214 performance-based restricted units that are scheduled to vest on June 1, 2025. The New Grant Agreement includes (i) 56,100 time-based restricted units that are scheduled to vest in equal installments on June 1, 2023, June 1, 2024 and June 1, 2025 and (ii) 224,402 performance-based restricted units that are scheduled to vest on June 1, 2025. Further information regarding the Restricted Unit Agreements and the restricted units, including the vesting schedule, is available in the Company's Current Report on Form 8-K filed with the Commission on May 5, 2022. The 675,684 restricted units reported herein are 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. On May 3, 2022, the Company entered into a Management Agreement (the "Management Agreement"), with ZelnickMedia Corporation ("ZelnickMedia"), which became effective on May 23, 2022, which was the closing date of the Company's acquisition of Zynga Inc. (the "Effective Date"). On May 21, 2022, ZelnickMedia assigned all of its rights and obligations and other liabilities under the Management Agreement (other than the 2022 Portion of Fiscal 2023 (as defined in the Management Agreement) and any portion of the Management Fee (as defined in the Management Agreement) in respect of periods on or prior to the Effective Date) from ZelnickMedia to ZMC Advisors pursuant to Section 16 of the Management Agreement. Such assignment included the right to receive the restricted units pursuant to the Restricted Unit Agreements described in Footnote (1) above. Represents 372,014 restricted units held directly by ZelnickMedia Corporation, 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 Corporation except to the extent of his pecuniary interest therein. /s/ Karl Slatoff 2022-06-03