Chairman, CEO Zelnick Strauss sold $48,910,945 worth of shares (216,661 units at $225.75), disposed of 299,202 shares, gifted 135,985 shares, received a gift of 135,985 shares and was granted 372,577 shares, closing all direct ownership in the company (SEC Form 4)
$TTWO
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 05/30/2025 | S(2) | 50,935(3)(4) | D | $224.9693(5) | 1,372,153 | I | By ZMC Advisors, L.P. | ||
| Common Stock | 05/30/2025 | S(2) | 157,749(3)(4) | D | $225.965(6) | 1,214,404 | I | By ZMC Advisors, L.P. | ||
| Common Stock | 05/30/2025 | S(2) | 7,977(3)(4) | D | $226.4486(7) | 1,206,427 | I | By ZMC Advisors, L.P. | ||
| Common Stock | 05/30/2025 | J(8) | 299,202(8) | D | $0 | 907,225 | I | By ZMC Advisors, L.P. | ||
| Common Stock | 05/30/2025 | G | 135,985(9) | D | $0 | 0 | D | |||
| Common Stock | 05/30/2025 | G | 135,985(9) | A | $0 | 326,495(10) | I | By Zelnick Belzberg Living Trust | ||
| Common Stock | 06/02/2025 | A | 372,577(11) | A | $0 | 1,279,802(12) | I | By ZMC Advisors, L.P. | ||
| Common Stock | 39,051(13) | I | By Wendy Jay Belzberg 2012 Family Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 515,863 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") on June 1, 2022, June 1, 2023 and June 3, 2024 under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC, (ii) the distribution by ZMC to certain of its employees of 299,202 shares of Common Stock received by ZMC upon such vesting in accordance with the customary historical practices of ZMC, and (iii) the annual grant of restricted stock units to ZMC on June 2, 2025, in each case as further described below. |
| 2. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC related to the vesting of restricted units granted pursuant to the Management Agreement. |
| 3. These transactions are reported on separate lines due to the range of the sale prices. |
| 4. On May 30, 2025, 515,863 restricted units previously granted to ZMC vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024 by ZMC, to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units. |
| 5. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $224.34 to $225.33, 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. |
| 6. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $225.35 to $226.35, 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. |
| 7. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $226.37 to $226.55, 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. |
| 8. On May 30, 2025, 515,863 restricted units previously granted to ZMC vested. Following such vest, ZMC distributed a total of 299,202 shares received upon vesting to its employees for no value, including 135,985 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC. |
| 9. Mr. Zelnick received 135,985 shares pursuant to a distribution, as further described in Footnote (8) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZMC. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration. |
| 10. Represents 326,495 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 135,985 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (8) above, which were then contributed to the Zelnick/Belzberg Living Trust. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein. |
| 11. Represents the grant of 372,577 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 2, 2025. Includes (a) 73,623 time-based restricted units, 24,541 of which units are scheduled to vest on June 1, 2026, 24,541 of which units are scheduled to vest on June 1, 2027, and 24,541 of which units are scheduled to vest on June 1, 2028, and (b) 298,954 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2028. 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 June 2, 2025. |
| 12. Represents 1,279,802 restricted units held directly by ZMC Advisors, L.P., 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 ZMC Advisors, L.P. except to the extent of his pecuniary interest therein. |
| 13. Represents 39,051 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. |
| /s/ Strauss Zelnick | 06/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||