| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTWO | Common Stock | Disposed to Issuer | $0 | -18.9K | -9.58% | $0.00 | 178K | Apr 12, 2024 | By Zelnick Media Corporation | F1, F2, F3 |
| transaction | TTWO | Common Stock | Sale | -$5.23M | -35.4K | -19.87% | $147.60 | 143K | Apr 12, 2024 | By Zelnick Media Corporation | F4, F5, F6, F7 |
| transaction | TTWO | Common Stock | Sale | -$3.84M | -25.8K | -18.08% | $148.67 | 117K | Apr 12, 2024 | By Zelnick Media Corporation | F4, F5, F6, F8 |
| transaction | TTWO | Common Stock | Sale | -$4.43M | -29.6K | -25.35% | $149.54 | 87.3K | Apr 12, 2024 | By Zelnick Media Corporation | F4, F5, F6, F9 |
| transaction | TTWO | Common Stock | Other | $0 | -87.3K | -100% | $0.00* | 0 | Apr 12, 2024 | By Zelnick Media Corporation | F10 |
| transaction | TTWO | Common Stock | Other | $0 | +17.2K | +116.66% | $0.00 | 31.9K | Apr 12, 2024 | Direct | F10, F11 |
| holding | TTWO | Common Stock | 1.15M | Apr 12, 2024 | By ZMC Advisors, L.P. | F12 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 178,137 restricted units previously granted to ZelnickMedia Corporation ("ZelnickMedia") on April 13, 2022 under the Management Agreement, dated effective January 1, 2018, between the issuer and ZelnickMedia (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 Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, (ii) the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 under the Management Agreement due to the failure to meet certain performance conditions, and (iii) the distribution by ZelnickMedia to certain of its employees of 87,286 shares of Common Stock received by ZelnickMedia upon such vesting in accordance with the customary historical practices of ZelnickMedia, in each case as further described below. |
| F2 | Represents the forfeiture of 18,876 performance-based restricted units previously granted to ZelnickMedia on April 13, 2022 due to the failure to meet certain performance conditions. |
| F3 | Represents 178,137 shares of Common Stock held directly by ZelnickMedia (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below), of which Mr. Slatoff is a partner (and such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein. |
| F4 | 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 ZelnickMedia related to the vesting of restricted units granted pursuant to the Management Agreement. |
| F5 | These transactions are reported on separate lines due to the range of the sale prices. |
| F6 | On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2023 by ZelnickMedia, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units. |
| F7 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $147.25 to $148.25, 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. |
| F8 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $148.26 to $149.26, 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. |
| F9 | Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $149.27 to $150.19, 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 | On April 12, 2024, 178,137 restricted units previously granted to ZelnickMedia vested. Following such vest, ZelnickMedia distributed a total of 87,286 shares received upon vesting to its employees, including 17,167 shares to Mr. Slatoff, which shares Mr. Slatoff had previously indirectly beneficially owned through ZelnickMedia. |
| F11 | Mr. Slatoff received 17,167 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. Slatoff indirectly through ZelnickMedia. |
| F12 | Represents 1,146,518 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. |