Zelnick Strauss Form 4 TAKE TWO INTERACTIVE SOFTWARE / STRAUSS ZELNICK ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

ZELNICK STRAUSS

(Last) (First) (Middle)

C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.

110 WEST 44TH STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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								71,551(1)	I	By Wendy Jay Belzberg 2012 Family Trust
Common Stock								197,013(2)	I	By Zelnick Media Corporation
Common Stock	06/01/2023		G	V	3,757(3)	D	$0	0	D
Common Stock	06/01/2023		G	V	3,757(3)	A	$0	140,732(4)	I	By Zelnick Belzberg Living Trust
Common Stock(5)	06/01/2023		S(6)		5,602(7)(8)	D	$137.3825(9)	670,082	I	By ZMC Advisors, L.P.
Common Stock	06/01/2023		S(6)		3,935(7)(8)	D	$138.087(10)	666,147	I	By ZMC Advisors, L.P.
Common Stock	06/01/2023		J(11)		9,163(11)	D	$0	656,984	I	By ZMC Advisors, L.P.
Common Stock	06/01/2023		A		489,534(12)	A	$0	1,146,518(13)	I	By ZMC Advisors, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Represents 71,551 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.

2. Represents 197,013 restricted units held directly by ZelnickMedia Corporation, 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 Corporation except to the extent of his pecuniary interest therein.

3. Mr. Zelnick received 3,757 shares pursuant to a distribution, as further described in Footnote (7) 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.

4. Represents 140,732 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 3,757 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (7) 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.

5. EXPLANATORY NOTE: This Form 4 relates to the annual grant of restricted units to ZMC Advisors, L.P. ("ZMC") and the vesting of restricted units previously granted to ZMC under the terms of the Management Agreement, dated as of May 3, 2022, and effective May 23, 2022 (the "Management Agreement"), between the issuer and ZMC and reflects (i) the vesting of 18,700 restricted units previously granted to ZMC on June 1, 2022 under the Management Agreement and the sale of shares of Common Stock by ZMC, including in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on December 7, 2022 by ZMC, (ii) the distribution by ZMC to certain of its employees of 9,163 shares of Common Stock received by ZMC upon such vesting in accordance with the customary historical practices of ZMC, and (iii) the grant of restricted stock units to ZMC on June 1, 2023.

6. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on December 7, 2022 by ZMC relating to the vesting of restricted units. Such plan was entered into prior to the effectiveness of the revised requirements of Rule 10b5-1(c). In compliance with SEC guidance, the Reporting Person has not checked the box above but states that the Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

7. These transactions are reported on separate lines due to the range of the sale prices.

8. On June 1, 2023, 18,700 restricted units previously granted to ZMC vested. These transactions were effected pursuant to a Registration Statement on Form S-3 by ZMC, of which Mr. Zelnick is a partner, and were effected to satisfy the tax obligations arising from such vesting. The Registration Statement was filed with the Commission and was automatically declared effective on June 1, 2023.

9. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $136.83 to $137.83, 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.

10. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $137.84 to $138.72, 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.

11. On June 1, 2023, 18,700 restricted units previously granted to ZMC vested. Following such vest, ZMC distributed a total of 9,163 shares received upon vesting to its employees, including 3,757 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC.

12. Represents the grant of 489,534 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 1, 2023. Includes (a) 96,734 time-based restricted units, 32,244 of which units are scheduled to vest on June 1, 2024, 32,245 of which units are scheduled to vest on June 1, 2025, and 32,245 of which units are scheduled to vest on June 1, 2026, and (b) 392,800 performance-based restricted units that are scheduled to vest on June 1, 2026. 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 1, 2023.

13. Represents 1,146,518 restricted units held directly by ZMC, 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 except to the extent of his pecuniary interest therein.

	/s/ Strauss Zelnick	06/05/2023
	** 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).
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