| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTWO | Common Stock | Award | $0 | +197,013 | +44% | $0.000000 | 644,566 | 13 Apr 2022 | By Zelnick Media Corporation | F1, F3, F4 |
| transaction | TTWO | Common Stock | Disposed to Issuer | $0 | -55,126 | -8.6% | $0.000000 | 589,440 | 13 Apr 2022 | By Zelnick Media Corporation | F5, F6 |
| transaction | TTWO | Common Stock | Sale | $2,001,806 | -14,598 | -2.5% | $137.13 | 574,842 | 13 Apr 2022 | By Zelnick Media Corporation | F2, F7, F8, F9 |
| transaction | TTWO | Common Stock | Sale | $6,670,333 | -48,195 | -8.4% | $138.40 | 526,647 | 13 Apr 2022 | By Zelnick Media Corporation | F2, F7, F8, F10 |
| transaction | TTWO | Common Stock | Sale | $12,326,478 | -88,673 | -17% | $139.01 | 437,974 | 13 Apr 2022 | By Zelnick Media Corporation | F2, F7, F8, F11 |
| transaction | TTWO | Common Stock | Sale | $126,773 | -907 | -0.21% | $139.77 | 437,067 | 13 Apr 2022 | By Zelnick Media Corporation | F2, F7, F8, F12, F13 |
| holding | TTWO | Common Stock | 71,551 | 13 Apr 2022 | By Wendy Jay Belzberg 2012 Family Trust | F14 | |||||
| holding | TTWO | Common Stock | 69,949 | 13 Apr 2022 | By Zelnick Belzberg Living Trust | F15 |
| Id | Content |
|---|---|
| F1 | EXPLANATORY NOTE: This Form 4 relates to the annual grant and vesting of restricted units to ZelnickMedia Corporation ("ZelnickMedia") under the terms of the Management Agreement, dated as of November 17, 2017, and effective January 1, 2018 (the "Management Agreement"), between the issuer and ZelnickMedia and reflects (i) the grant of 197,013 restricted units to ZelnickMedia on April 13, 2022 pursuant to the terms of the Management Agreement, (ii) the vesting of 217,426 restricted units previously granted to ZelnickMedia on April 13, 2020 under the Management Agreement and the sale of shares of Common Stock by ZelnickMedia, including in order to satisfy the tax obligations arising from such vesting, pursuant to a previously established Rule 10b5-1 trading plan and (iii) the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 under the Management Agreement due to the failure to meet certain performance conditions, in each case as further described below. |
| F2 | All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan previously established by ZelnickMedia in relation to the vesting of restricted units granted pursuant to the Management Agreement. |
| F3 | Represents the grant of 197,013 restricted units to ZelnickMedia pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on April 13, 2022. Includes 57,197 time-based restricted units that are scheduled to vest on April 13, 2024 and 139,816 performance-based restricted units that are scheduled to vest on April 13, 2024. 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 April 13, 2022. |
| F4 | Represents 644,566 restricted units held directly by ZelnickMedia (prior to giving effect to the forfeiture and vesting of certain restricted units described in footnotes (5) and (8)), 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 except to the extent of his pecuniary interest therein. |
| F5 | Represents the forfeiture of 55,126 performance-based restricted units previously granted to ZelnickMedia on April 13, 2020 due to the failure to meet certain performance conditions. |
| F6 | Represents 372,014 restricted units and 217,426 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (5) above and footnote (8) below), 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 except to the extent of his pecuniary interest therein. |
| F7 | These transactions are reported on separate lines due to the range of the sale prices. |
| F8 | On April 13, 2022, 217,426 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a previously established Rule 10b5-1 trading plan, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units. |
| F9 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $136.61 to $137.61, 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. |
| F10 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $137.66 to $138.66, 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. |
| F11 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $138.67 to $139.67, 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. |
| F12 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $139.67 to $139.93, 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. |
| F13 | Represents 372,014 restricted units and 65,053 shares of Common Stock held directly by ZelnickMedia, 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 except to the extent of his pecuniary interest therein. |
| F14 | 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. |
| F15 | Represents 69,949 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein. |