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)
05/31/2024

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(1)	05/31/2024		D		67,920(2)	D	$0	1,078,598(3)	I	By ZMC Advisors, L.P.
Common Stock	05/31/2024		S(4)		49,402(5)(6)	D	$158.9588(7)	1,029,196	I	By ZMC Advisors, L.P.
Common Stock	05/31/2024		S(4)		32,054(5)(6)	D	$160.0822(8)	997,142	I	By ZMC Advisors, L.P.
Common Stock	05/31/2024		S(4)		6,105(5)(6)	D	$160.6495(9)	991,037	I	By ZMC Advisors, L.P.
Common Stock	05/31/2024		J(10)		84,128(10)	D	$0	906,909	I	By ZMC Advisors, L.P.
Common Stock	05/31/2024		G		34,493(11)	D	$0	0	D
Common Stock	05/31/2024		G		34,493(11)	A	$0	203,010(12)	I	By Zelnick Belzberg Living Trust
Common Stock	06/03/2024		A		516,179(13)	A	$0	1,423,088(14)	I	By ZMC Advisors, L.P.
Common Stock								71,551(15)	I	By Wendy Jay Belzberg 2012 Family Trust

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. EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 171,689 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") on June 1, 2022 and June 1, 2023 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, including in order to satisfy the tax obligations arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZMC, (ii) the forfeiture of 67,920 performance-based restricted units previously granted to ZMC on June 1, 2022 under the Management Agreement due to the failure to meet certain performance conditions, (iii) the distribution by ZMC to certain of its employees of 84,128 shares of Common Stock received by ZMC upon such vesting in accordance with the customary historical practices of ZMC, and (iv) the annual grant of restricted stock units to ZMC on June 3, 2024, in each case as further described below.

2. Represents the forfeiture of 67,920 performance-based restricted units previously granted to ZMC on June 1, 2022 due to the failure to meet certain performance conditions.

3. Represents 906,909 restricted units and 171,689 shares of Common Stock held directly by ZMC (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below), of which Mr. Zelnick is a partner (and 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.

4. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZMC related to the vesting of restricted units granted pursuant to the Management Agreement.

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

6. On May 31, 2024, 171,689 restricted units previously granted to ZMC vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZMC, including to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units.

7. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $158.46 to $159.46, 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. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $159.47 to $160.47, 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.

9. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $160.48 to $160.84, 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. On May 31, 2024, 171,689 restricted units previously granted to ZMC vested. Following such vest, ZMC distributed a total of 84,128 shares received upon vesting to its employees, including 34,493 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC.

11. Mr. Zelnick received 34,493 shares pursuant to a distribution, as further described in Footnote (10) 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.

12. Represents 203,010 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 34,493 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (10) 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.

13. Represents the grant of 516,179 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 3, 2024. Includes (a) 101,999 time-based restricted units, 33,999 of which units are scheduled to vest on June 1, 2025, 34,000 of which units are scheduled to vest on June 1, 2026, and 34,000 of which units are scheduled to vest on June 1, 2027, and (b) 414,180 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, 2027. 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 3, 2024.

14. Represents 1,423,088 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.

15. 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.

	/s/ Strauss Zelnick	06/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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