Ellen F. Siminoff - May 23, 2022 Form 4 Insider Report for TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)

Role
Director
Signature
/s/ Ellen F. Siminoff
Stock symbol
TTWO
Transactions as of
May 23, 2022
Transactions value $
$0
Form type
4
Date filed
5/25/2022, 05:09 PM
Previous filing
May 19, 2022
Next filing
Aug 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTWO Common Stock Award +1.66K 1.66K May 23, 2022 Direct F1
transaction TTWO Common Stock Award +3.58K 3.58K May 23, 2022 By the D&E Living Trust F2, F3
transaction TTWO Common Stock Award +3.72K 3.72K May 23, 2022 By the EFS 2020 Irrevocable Trust F4, F5
transaction TTWO Common Stock Award $0 +211 +12.73% $0.00 1.87K May 24, 2022 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 40,846 shares of Zynga Inc. ("Zynga") Class A Common Stock in connection with the combination between Zynga and the Issuer (the "Combination") pursuant to the terms of the Agreement and Plan of Merger, dated as of January 9, 2022 (the "Merger Agreement"), by and among the Issuer, Zebra MS I, Inc., Zebra MS II, Inc. and Zynga. In accordance with the Merger Agreement, in the Combination each share of Zynga's Class A Common Stock was cancelled and converted into the right to receive (i) 0.0406 shares of the Issuer's common stock and (ii) $3.50 in cash, together with cash in lieu of any fractional shares of Issuer common stock. On May 20, 2022, the last trading day before the effective time of the combination, the closing price of Zynga's Class A Common Stock was $8.18 per share, and the closing price of the Issuer's common stock was $116.12 per share.
F2 Received in exchange for 88,087 shares of Zynga Class A Common Stock in connection with the Combination. On May 20, 2022, the last trading day before the effective time of the combination, the closing price of Zynga's Class A Common Stock was $8.18 per share, and the closing price of the Issuer's common stock was $116.12 per share.
F3 Shares held directly by the D&E Living Trust. The Reporting Person and David Siminoff serve as co-trustees and retain voting and dispositive power with respect to the shares held by the D&E Living Trust.
F4 Received in exchange for 91,639 shares of Zynga Class A Common Stock in connection with the Combination. On May 20, 2022, the last trading day before the effective time of the combination, the closing price of Zynga's Class A Common Stock was $8.18 per share, and the closing price of the Issuer's common stock was $116.12 per share.
F5 Shares held directly by the EFS 2020 Irrevocable Trust. The Reporting Person serves as trustee and holds voting and dispositive power with respect to these shares.
F6 Represents the acquisition of shares pursuant to a grant of restricted common stock pursuant to the Director compensation program (the "Program") and the Issuer's 2017 Stock Incentive Plan (the "Stock Plan"). The shares of restricted stock vest on the first anniversary of the Pricing Date (as defined below). As provided by the terms of the Program and the Stock Plan, (i) the grant date was May 24, 2022; and (ii) the number of shares were determined based on the dollar value of the award and the average of the closing prices of the common stock on the ten trading days prior to May 24, 2022 (the "Pricing Date"), the fifth trading day following the filing of the Issuer's Annual Report on Form 10-K.
F7 Includes (i) the 1,658 shares of the Issuer's common stock described in Footnote (1) above, and (ii) the 211 shares of unvested time-based restricted common stock described in Footnote (6) above.