SEC Form 4 · accession 0001104659-16-125158
TAKE TWO INTERACTIVE SOFTWARE INC · TTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lainie Goldstein
Officer — Chief Financial Officer
Period of report
May 31, 2016
Accepted (ET)
Jun 2, 2016 · 6:15 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 | May 31, 2016 | F | 20,041 | $38.80 | D | 496,242 | D | |
| Common StockF2,F3 | Jun 1, 2016 | A | 47,498 | $0.00 | A | 543,740 | D | |
| Common StockF4,F5 | Jun 2, 2016 | F | 2,407 | $38.50 | D | 541,333 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of time-based and performance-based restricted stock units originally granted on September 23, 2014, which vested on May 27, 2016.
- F2Represents the grant of 47,498 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan. Includes (i) 9,500 time-based restricted units that vest in three equal annual installments commencing on June 1, 2017 and (ii) 37,998 performance-based restricted units that vest in two equal annual installments commencing on June 1, 2018, subject to the satisfaction of certain performance criteria. The number of restricted units was determined based on the dollar value of the award and the average of the closing prices of the common stock on the ten trading days prior to May 26, 2016, the fifth trading day following the filing of the Issuer's Annual Report on Form 10-K.
- F3The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 37,998, with the number of shares at target performance equal to 18,999.
- F4This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of time-based restricted stock units originally granted on June 1, 2015, which vested on June 1, 2016.
- F5Includes (i) 133,610 shares of Common Stock, (ii) 258,993 unvested performance-based restricted stock awards, (iii) 23,962 unvested time-based restricted stock units, and (iv) 124,768 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.