0001127602-24-017717.txt : 20240604
0001127602-24-017717.hdr.sgml : 20240604
20240604164953
ACCESSION NUMBER: 0001127602-24-017717
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240531
FILED AS OF DATE: 20240604
DATE AS OF CHANGE: 20240604
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: 241018992
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
2024-05-31
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
2024-05-31
4
D
0
67920
0
D
1078598
I
By ZMC Advisors, L.P.
Common Stock
2024-05-31
4
S
0
49402
158.9588
D
1029196
I
By ZMC Advisors, L.P.
Common Stock
2024-05-31
4
S
0
32054
160.0822
D
997142
I
By ZMC Advisors, L.P.
Common Stock
2024-05-31
4
S
0
6105
160.6495
D
991037
I
By ZMC Advisors, L.P.
Common Stock
2024-05-31
4
J
0
84128
0
D
906909
I
By ZMC Advisors, L.P.
Common Stock
2024-05-31
4
J
0
16545
0
A
44949
D
Common Stock
2024-06-03
4
A
0
516179
0
A
1423088
I
By ZMC Advisors, L.P.
EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 171,689 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") on June 1, 2022 and June 1, 2023 under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, 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 ZMC, (ii) the forfeiture of 67,920 performance-based restricted units previously granted to ZMC on June 1, 2022 under the Management Agreement due to the failure to meet certain performance conditions, (iii) the distribution by ZMC to certain of its employees of 84,128 shares of Common Stock received by ZMC upon such vesting in accordance with the customary historical practices of ZMC, and (iv) the annual grant of restricted stock units to ZMC on June 3, 2024, in each case as further described below.
Represents the forfeiture of 67,920 performance-based restricted units previously granted to ZMC on June 1, 2022 due to the failure to meet certain performance conditions.
Represents 906,909 restricted units and 171,689 shares of Common Stock held directly by ZMC (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 ZMC 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 ZMC 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 May 31, 2024, 171,689 restricted units previously granted to ZMC vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZMC, including to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units.
Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $158.46 to $159.46, 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 $159.47 to $160.47, 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 $160.48 to $160.84, 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 May 31, 2024, 171,689 restricted units previously granted to ZMC vested. Following such vest, ZMC distributed a total of 84,128 shares received upon vesting to its employees, including 16,545 shares to Mr. Slatoff, which shares Mr. Slatoff had previously indirectly beneficially owned through ZMC.
Mr. Slatoff received 16,545 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 ZMC.
Represents the grant of 516,179 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 3, 2024. Includes (a) 101,999 time-based restricted units, 33,999 of which units are scheduled to vest on June 1, 2025, 34,000 of which units are scheduled to vest on June 1, 2026, and 34,000 of which units are scheduled to vest on June 1, 2027, and (b) 414,180 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2027. 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 June 3, 2024.
Represents 1,423,088 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
2024-06-04