SEC Form 4 · accession 0001104659-18-022440
TAKE TWO INTERACTIVE SOFTWARE INC · TTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karl Slatoff
Officer — President
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 StockF3,F4,F13,F14 | Apr 3, 2018 | S | 3,785 | $94.362 | D | 274,901 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F15,F16 | Apr 3, 2018 | S | 7,284 | $95.3117 | D | 267,617 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F17,F18 | Apr 3, 2018 | S | 1,194 | $96.2537 | D | 266,423 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F19,F20 | Apr 4, 2018 | S | 7,785 | $93.3863 | D | 258,638 | I | By Zelnick Media Corporation |
| Common StockF3,F4,F21,F22 | Apr 4, 2018 | S | 300 | $93.9467 | D | 258,338 | I | By Zelnick Media Corporation |
| Common StockF4,F23 | Apr 4, 2018 | S | 4,178 | $95.00 | D | 254,160 | I | By Zelnick Media Corporation |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the forfeiture of performance-based 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. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff 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 its partners, but none of which were distributed to Mr. Slatoff.
- F12Represents 229,282 restricted units and 49,404 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F13Represents 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.
- F14Represents 229,282 restricted units and 45,619 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F15Represents 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.
- F16Represents 229,282 restricted units and 38,335 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F17Represents 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.
- F18Represents 229,282 restricted units and 37,141 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F19Represents 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.
- F2Represents 229,282 restricted units and 339,761 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F20Represents 229,282 restricted units and 29,356 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F21Represents 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.
- F22Represents 229,282 restricted units and 29,056 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F23Represents 229,282 restricted units and 24,878 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.
- F3These transactions are reported on separate 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. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff 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. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff 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.