FilingsForm 4

Take-Two Interactive · Form 4 · President · Sale, held indirectly

From the public record

Filed Jun 3, 2025

Value$48.91 million, held indirectly

Shares216,661, held indirectly

Average price$225.75

FiledJun 3

The record

Issuer: Take-Two Interactive (CIK 946581, filed as TAKE TWO INTERACTIVE SOFTWARE INC)
Form: 4
Accession: 0001127602-25-016453
Filed: Jun 3, 2025
Period of report: May 30, 2025
Reporting owner: Karl Slatoff (CIK 1427810, filed as Slatoff Karl)
Relationship: officer (President)
Rule 10b5-1 checkbox: Ticked
Line 1: S (sale) · 50,935 Common Stock at $224.9693 · May 30, 2025 · disposed, indirectly, By ZMC Advisors, L.P. · 1,372,153 held after · footnotes F1, F2, F3, F4 and F5
Line 2: S (sale) · 157,749 Common Stock at $225.965 · May 30, 2025 · disposed, indirectly, By ZMC Advisors, L.P. · 1,214,404 held after · footnotes F2, F3, F4 and F6
Line 3: S (sale) · 7,977 Common Stock at $226.4486 · May 30, 2025 · disposed, indirectly, By ZMC Advisors, L.P. · 1,206,427 held after · footnotes F2, F3, F4 and F7
Line 4: J (other acquisition or disposition) · 299,202 Common Stock at $0.00 · May 30, 2025 · disposed, indirectly, By ZMC Advisors, L.P. · 907,225 held after · footnote F8
Line 5: J (other acquisition or disposition) · 48,995 Common Stock at $0.00 · May 30, 2025 · acquired, directly · 48,995 held after · footnotes F8 and F9
Line 6: A (grant or award) · 372,577 Common Stock at $0.00 · Jun 2, 2025 · acquired, indirectly, By ZMC Advisors, L.P. · 1,279,802 held after · footnotes F10 and F11
Footnote F1: 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.
Footnote F2: 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.
Footnote F3: These transactions are reported on separate lines due to the range of the sale prices.
Footnote F4: 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.
Footnote F5: 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
Footnote F6: 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
Footnote F7: 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.
Footnote F8: 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 48,995 shares to Mr. Slatoff, which shares Mr. Slatoff had previously indirectly beneficially owned through ZMC.
Footnote F9: Mr. Slatoff received 48,995 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. Slatoff indirectly through ZMC.
Footnote F10: 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.
Footnote F11: Represents 1,279,802 restricted units held directly by ZMC Advisors, L.P., 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 ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.