| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTWO | Common Stock | Disposed to Issuer | $0 | -9.81K | -7.5% | $0.00 | 121K | May 31, 2024 | Direct | F1 |
| transaction | TTWO | Common Stock | Award | $0 | +47.4K | +39.17% | $0.00 | 168K | Jun 1, 2024 | Direct | F2, F3 |
| transaction | TTWO | Common Stock | Sale | -$1.38M | -8.49K | -5.04% | $162.05 | 160K | Jun 3, 2024 | Direct | F4 |
| transaction | TTWO | Common Stock | Sale | -$695K | -4.26K | -2.67% | $163.06 | 156K | Jun 4, 2024 | Direct | F5, F6 |
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 | Represents the forfeiture of 9,809 performance-based restricted units previously granted to Mr. Emerson on June 1, 2022 due to the failure to meet certain performance conditions. |
| F2 | Represents the grant of 47,376 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 9,464 time-based restricted units that vest 25% on June 1, 2025 and thereafter in twelve equal quarterly installments commencing on September 1, 2025 and (ii) 37,912 performance-based restricted units that vest 100% on June 1, 2027, subject to the satisfaction of certain performance criteria. The number of restricted units was determined based on the dollar value of the award and the average of the closing prices of the common stock on the thirty trading days immediately prior to June 1, 2024. |
| F3 | The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 37,912, with the number of shares at target performance equal to 18,956. |
| F4 | This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person. |
| F5 | Sale of shares pursuant to Rule 10b5-1 trading plan adopted on December 8, 2023. |
| F6 | Includes (i) 186 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 4,673 other shares of Common Stock, (ii) 23,357 unvested time-based restricted stock units and (iii) 127,360 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements. |