| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Slatoff Karl | President | C/O TAKE-TWO INTERACTIVE SOFTWARE, INC., 110 WEST 44TH STREET, NEW YORK | /s/ Karl Slatoff | 03 Jun 2025 | 0001427810 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTWO | Common Stock | Sale | $11,458,811 | -50,935 | -3.6% | $224.97 | 1,372,153 | 30 May 2025 | By ZMC Advisors, L.P. | F1, F2, F3, F4, F5 |
| transaction | TTWO | Common Stock | Sale | $35,645,753 | -157,749 | -11% | $225.96 | 1,214,404 | 30 May 2025 | By ZMC Advisors, L.P. | F2, F3, F4, F6 |
| transaction | TTWO | Common Stock | Sale | $1,806,380 | -7,977 | -0.66% | $226.45 | 1,206,427 | 30 May 2025 | By ZMC Advisors, L.P. | F2, F3, F4, F7 |
| transaction | TTWO | Common Stock | Other | $0 | -299,202 | -25% | $0.000000 | 907,225 | 30 May 2025 | By ZMC Advisors, L.P. | F8 |
| transaction | TTWO | Common Stock | Other | $0 | +48,995 | $0.000000 | 48,995 | 30 May 2025 | Direct | F8, F9 | |
| transaction | TTWO | Common Stock | Award | $0 | +372,577 | +41% | $0.000000 | 1,279,802 | 02 Jun 2025 | By ZMC Advisors, L.P. | F10, F11 |
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 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. |
| 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. |
| F3 | These transactions are reported on separate lines due to the range of the sale prices. |
| 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. |
| 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 |
| 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 |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |