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Filing Details

Accession Number:: 0001127602-20-013749
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-15 17:45:07
Reporting Period:: 2020-04-13

Accepted Time:: 2020-04-15 17:45:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
946581	Take Two Interactive Software Inc	TTWO	Services-Prepackaged Software (7372)	510350842

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1223489	Strauss Zelnick	C/O Take-Two Interactive Software, Inc. 110 West 44Th Street New York NY 10036	Chairman, Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-02-25	4,090	$0.00	105,450	No	5	G	Indirect	By Zelnick Belzberg Living Trust
Common Stock	Acquisiton	2020-04-13	272,552	$0.00	884,123	No	4	A	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-13	59,060	$117.98	825,063	No	4	S	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-13	84,095	$118.83	740,968	No	4	S	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-13	73,199	$119.92	667,769	No	4	S	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-13	311	$120.41	667,458	No	4	S	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-14	3,191	$124.26	664,267	No	4	S	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-14	76,400	$0.00	587,867	No	4	J	Indirect	By Zelnick Media Corporation
Common Stock	Disposition	2020-04-14	54,670	$0.00	0	No	5	G	Direct
Common Stock	Acquisiton	2020-04-14	54,670	$0.00	160,120	No	5	G	Indirect	By Zelnick Belzberg Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	By Zelnick Belzberg Living Trust
No	4	A	Indirect	By Zelnick Media Corporation
No	4	S	Indirect	By Zelnick Media Corporation
No	4	S	Indirect	By Zelnick Media Corporation
No	4	S	Indirect	By Zelnick Media Corporation
No	4	S	Indirect	By Zelnick Media Corporation
No	4	S	Indirect	By Zelnick Media Corporation
No	4	J	Indirect	By Zelnick Media Corporation
No	5	G	Direct
No	5	G	Indirect	By Zelnick Belzberg Living Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	95,000	Indirect	By Wendy Jay Belzberg 2012 Family Trust

Footnotes

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.
Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization.
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.
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.
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.
These transactions are reported on separate lines due to the range of the sale prices.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.