SEC Form 4 · accession 0001104659-16-123063

TAKE TWO INTERACTIVE SOFTWARE INC · TTWO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the grant of 372,935 restricted units to ZelnickMedia Corporation ("ZelnickMedia") pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on May 20, 2016. Includes 107,551 time-based restricted units that are scheduled to vest on April 1, 2018 and 265,384 performance-based restricted units that are scheduled to vest on April 1, 2018. 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 May 20, 2016.
• F10On May 20, 2016, 591,912 restricted units previously granted to ZelnickMedia vested and ZelnickMedia distributed a total of 266,362 shares received upon vesting to its employees, including 112,537 shares to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.
• F11Represents 898,526 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.
• F12Mr. Zelnick received 112,537 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. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.
• F13Represents 308,281 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 112,537 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (10) above. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.
• F14Represents 135,000 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.
• F2Represents 926,104 restricted units and 591,912 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.
• F3Represents the forfeiture of performance-based restricted units previously granted to ZelnickMedia due to the failure to meet certain performance conditions.
• F4Represents 898,526 restricted units and 591,912 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.
• F5On May 20, 2016, 591,912 restricted units previously granted to ZelnickMedia vested. These transactions were effected pursuant to a registration statement by certain selling stockholders, including ZelnickMedia, of which Mr. Zelnick is a partner, and were effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of restricted units previously granted to ZelnickMedia. The registration statement was filed with the Commission and was automatically declared effective on May 20, 2016. Such transactions are reported on separate lines due to the range of the sale price.
• F6Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $35.96 to $36.345, 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.
• F7Represents 898,526 restricted units and 428,735 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.
• F8Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $36.35 to $37.34, 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.
• F9Represents 898,526 restricted units and 266,362 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.