SEC Form 4 · accession 0001104659-15-041279
TAKE TWO INTERACTIVE SOFTWARE INC · TTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Strauss Zelnick
Officer — Chairman and CEO · Director
Period of report
May 22, 2015
Accepted (ET)
May 27, 2015 · 5:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000946581
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | May 22, 2015 | S | 152,385 | $27.3982 | D | 1,422,143 | I | By Zelnick Media Corporation |
| Common StockF6,F7,F8,F9 | May 26, 2015 | S | 152,385 | $27.3816 | D | 1,145,081 | I | By Zelnick Media Corporation |
| Common StockF5 | holding | — | — | — | 340,252 | I | By Zelnick Belzberg Living Trust | |
| Common StockF10 | holding | — | — | — | 389,188 | I | By Zelnick Belzberg Living Trust | |
| Common StockF11 | holding | — | — | — | 135,000 | I | By Wendy Jay Belzberg 2012 Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including ZelnickMedia Corporation ("ZelnickMedia"), of which Mr. Zelnick is a partner, and was effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of shares of restricted stock previously granted to ZelnickMedia, as further described in Footnote (3) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
- F10Represents 389,188 shares of Common Stock held by the Zelnick Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick), including 48,936 shares acquired by Mr. Zelnick pursuant to the Section 16 exempt distribution referred to in Footnote (8) above.
- F11Represents 135,000 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such shares are indirectly held by Mr. Zelnick).
- F2Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.21 to $27.57, 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.
- F3On May 22, 2015, 277,062 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 48,936 shares to Mr. Zelnick, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,385 shares pursuant to the registration statement referred to in Footnote (1) to satisfy the tax obligations of its partners receiving shares in the distribution.
- F4Represents 1,422,143 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (3) above.
- F5Represents 340,252 shares of Common Stock held by the Zelnick Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick), including 48,936 shares acquired by Mr. Zelnick pursuant to the Section 16 exempt distribution referred to in Footnote (3) above.
- F6The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including ZelnickMedia, of which Mr. Zelnick is a partner, and was effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of shares of restricted stock previously granted to ZelnickMedia, as further described in Footnote (8) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
- F7Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.05 to $27.55, 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.
- F8On May 26, 2015, 277,062 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 48,936 shares to Mr. Zelnick, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,385 shares pursuant to the registration statement referred to in Footnote (6) to satisfy the tax obligations of its partners receiving shares in the distribution.
- F9Represents 1,145,081 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (8) above.