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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 14.74 | 02/18/2014 | M(1) | 2,009,075 | 09/27/2007 | 08/27/2017 | Common Stock | 2,009,075 | $ 0 | 0 | I | By Zelnick Media Corporation (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Slatoff Karl C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. 622 BROADWAY NEW YORK, NY 10012 |
President | |||
| Karl Slatoff | 02/20/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by ZelnickMedia Corporation ("ZelnickMedia"). The transactions include (1) the exercise by ZelnickMedia, on a "net exercise" basis, of its stock options to acquire 2,009,075 shares of the Issuer's common stock originally granted under that certain Non-Qualified Stock Option Agreement, dated August 27, 2007, by and between the Issuer and ZelnickMedia, and (2) the sale of 282,904 shares of the Issuer's common stock acquired upon such exercise (the proceeds of which ZelnickMedia used to pay taxes incurred by ZelnickMedia resulting from such exercise). |
| (2) | Represents a weighted average sales price; the sales prices ranged from $20.00 to $20.41. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer. |
| (3) | Represents securities held directly by ZelnickMedia (such securities are not held individually by Mr. Slatoff). This Form 4 corrects the inadvertent inclusion of 900,000 shares of restricted common stock reported in the Reporting Person's Form 4s filed on November 5, 2012, April 4, 2013 and April 17, 2013, which shares were forfeited by ZelnickMedia in June 2012 because the price of the Issuer's common stock did not achieve its performance targets, as provided under in the Issuer's management agreement with ZelnickMedia. See the Issuer's Annual Report on Form 10-K filed on May 13, 2013 for further information. As a result of this clerical error, the Reporting Person's total common stock holdings has been reduced by 900,000 shares from the previously filed Form 4s. |