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Siminoff Ellen F

Filed: 25 May 22, 5:09pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Siminoff Ellen F

(Last) (First) (Middle)
C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 WEST 44TH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/23/2022 A 1,658 A (1) 1,658 D
Common Stock 05/23/2022 A 3,576 A (2) 3,576 I By the D&E Living Trust(3)
Common Stock 05/23/2022 A 3,720 A (4) 3,720 I By the EFS 2020 Irrevocable Trust(5)
Common Stock 05/24/2022 A 211(6) A $0 1,869(7) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
/s/ Ellen F. Siminoff 05/25/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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