SEC Form 4 · accession 0001104659-18-022439
TAKE TWO INTERACTIVE SOFTWARE INC · TTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Strauss Zelnick
Officer — Chairman, CEO · Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 5:00 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 | Apr 2, 2018 | D | 33,174 | $0.00 | D | 569,043 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F5,F6 | Apr 2, 2018 | S | 36,958 | $94.6612 | D | 532,085 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F7,F8 | Apr 2, 2018 | S | 87,057 | $95.5823 | D | 445,028 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F9,F10 | Apr 2, 2018 | S | 103,656 | $96.2719 | D | 341,372 | I | By Zelnick Media Corporation |
| Common StockF11,F12 | Apr 2, 2018 | J | 62,686 | $0.00 | D | 278,686 | I | By Zelnick Media Corporation |
| Common StockF13 | Apr 2, 2018 | G | 62,686 | $0.00 | D | 0 | D | |
| Common StockF13,F14,F15 | Apr 2, 2018 | G | 62,686 | $0.00 | A | 169,288 | I | By Zelnick Belzberg Living Trust |
| Common StockF3,F4,F16,F17 | Apr 3, 2018 | S | 3,785 | $94.362 | D | 274,901 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F18,F19 | Apr 3, 2018 | S | 7,284 | $95.3117 | D | 267,617 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F20,F21 | Apr 3, 2018 | S | 1,194 | $96.2537 | D | 266,423 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F22,F23 | Apr 4, 2018 | S | 7,785 | $93.3863 | D | 258,638 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F24,F25 | Apr 4, 2018 | S | 300 | $93.9467 | D | 258,338 | I | By Zelnick Media Corporation |
| Common StockF4,F26 | Apr 4, 2018 | S | 4,178 | $95.00 | D | 254,160 | I | By Zelnick Media Corporation |
| Common StockF14,F27 | holding | — | — | — | 95,000 | I | By Wendy Jay Belzberg 2012 Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the forfeiture of performance-based restricted units previously granted to ZelnickMedia due to the failure to meet certain performance conditions.
- F10Represents 229,282 restricted units and 112,090 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.
- F11On April 2, 2018, 339,761 restricted units previously granted to ZelnickMedia vested and ZelnickMedia distributed a total of 62,686 shares received upon vesting to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.
- F12Represents 229,282 restricted units and 49,404 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.
- F13Mr. Zelnick received 62,686 shares pursuant to a distribution, as further described in Footnote (11) 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.
- F14Reflects certain shares that were previously transferred from the Wendy Jay Belzberg 2012 Family Trust to the Zelnick/Belzberg Living Trust pursuant to Section 16 exempt transactions.
- F15Represents 169,288 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 62,686 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (11) 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.
- F16Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $93.98 to $94.92, 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.
- F17Represents 229,282 restricted units and 45,619 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.
- F18Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $95.00 to $96.00, 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.
- F19Represents 229,282 restricted units and 38,335 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.
- F2Represents 229,282 restricted units and 339,761 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.
- F20Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $96.04 to $96.65, 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.
- F21Represents 229,282 restricted units and 37,141 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.
- F22Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $92.85 to $93.79, 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.
- F23Represents 229,282 restricted units and 29,356 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.
- F24Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $93.91 to $94.00, 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.
- F25Represents 229,282 restricted units and 29,056 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.
- F26Represents 229,282 restricted units and 24,878 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.
- F27Represents 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.
- F3These transactions are reported on seperate lines due to the range of the sale prices.
- F4On April 2, 2018, 339,761 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 May 20, 2016. The reported sale transactions were effected pursuant to Rule 10b5-1 trading plans, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.
- F5Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $94.01 to $95.01, 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.
- F6Represents 229,282 restricted units and 302,803 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.
- F7Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $95.02 to $96.02, 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.
- F8Represents 229,282 restricted units and 215,746 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.
- F9Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $96.03 to $96.98, 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.