What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-08-09 compared with 2022-02-08 · 55 added, 22 removed, 45 unchanged (63% of the section changed)

1 unchanged sentence

Issuer Purchases of Equity Securities

Share Repurchase Program —Our Board of Directors previously authorized the repurchase of up to 21,660 shares of our common stock, including an increase of 7,442 shares in November 2021.

Share Repurchase Program —Our Board of Directors previously authorized the repurchase of up to 21.7 shares of our common stock.

The authorizations permit us to purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

1 unchanged sentence

The program may be suspended or discontinued at any time for any reason.

During the three months ended December 31, 2021, we did not repurchase any shares of our common stock in the open market, as part of the program.

As of December 31, 2021, we had repurchased a total of 11,660 shares of our common stock under this program and 10,000 shares of common stock remained available for repurchase under our share repurchase program.

The table below details the share repurchases made by us during the three months ended December 31, 2021:

During the three months ended June 30, 2022, we did not repurchase any shares of our common stock in the open market, as part of the program.

As of June 30, 2022, we had repurchased a total of 11.7 shares of our common stock under this program, and 10.0 shares of common stock remained available for repurchase under our share repurchase program.

The table below details the share repurchases made by us during the three months ended June 30, 2022:

Period Shares

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the repurchase

October 1-31, 2021 — $ — — 2,558

November 1-30, 2021 — $ — — 10,000

December 1-31, 2021 — $ — — 10,000

2.1 Agreement and Plan of Merger, dated as of January 9, 2022 by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc., and Zynga Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)*

3.1 Take-Two Interactive Software, Inc.’s Third Amended and Restated By-Laws, as adopted and effective on January 9, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)

10.1 Form of Zynga Inc.

Support Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)

10.2 Form of Zynga Inc.

Support Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)

10.3 Form of Take-Two Interactive Software, Inc.

Support Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)

10.4 Commitment Letter, dated as of January 9, 2022, between JPMorgan Chase Bank, N.A.

and Take-Two Interactive Software, Inc.

(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022)

April 1-30, 2022 — $ — — 10.0

May 1-31, 2022 — $ — — 10.0

June 1-30, 2022 — $ — — 10.0

Settlement of Convertible Notes

See Note 9 - Debt for information relating to the settlement of the Convertible Notes pursuant to the terms of the applicable Indentures following the Zynga Acquisition, pursuant to which we issued 3.7 shares of common stock pursuant to an exemption available under Section 3(a)(9) of the Securities Act.

2.1 Second Amendment to the Agreement and Plan of Merger, dated as of May 4, 2022, by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc.

and Zynga Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2022)

3.1 C ertificate of Amendment of Restated Certificate of Incorporation of Take-Two Interactive Software, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2022)

4.1 Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.2 First Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.3 Second Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.4 Third Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.5 Fourth Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.6 Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.7 Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit 4.3) (incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.8 Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.4) (incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.9 Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.5) (incorporated by reference to Exhibit 4.9 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022).

4.10 First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Zynga Inc.

with the Securities and Exchange Commission on May 23, 2022).

4.11 First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Zynga Inc.

with the Securities and Exchange Commission on May 23, 2022).

10.1 Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc.

and ZelnickMedia Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-3 ASR filed with the Securities and Exchange Commission on April 13, 2022).

10.2 Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc.

and ZelnickMedia Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2022).

10.3 Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc.

and ZMC Advisors, L.P.

10.4 Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc.

and ZMC Advisors, L.P.

10.5 Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc.

and ZMC Advisors, L.P.

10.6 Credit Agreement, dated as of May 23, 2022, by and among Take-Two Interactive Software, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BOFA Securities, Inc.

and BNP Paribas (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2022).

10.7 364-Day Term Loan Credit Agreement, dated as of June 22, 2022, by the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2022).*

10.8 Amendment to the Amended and Restated Take-Two Interactive Software, Inc.

2017 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 3, 2022).

31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

14 unchanged sentences

provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Represents a management contract or compensatory plan or arrangement.

________________________________________________________________________________________________________________________________

Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets at December 31, 2021 and March 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2021 and 2020, (v) Condensed Consolidated Statements of Equity for the three and nine months ended December 31, 2021 and 2020;

(i) Condensed Consolidated Balance Sheets at June 30, 2022 and March 31, 2022, (ii) Condensed Consolidated Statements of Operations for the three months ended June 30, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2022 and 2021, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2022 and 2021, (v) Condensed Consolidated Statements of Equity for the three months ended June 30, 2022 and 2021;

and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

2 unchanged sentences

TAKE-TWO INTERACTIVE SOFTWARE, INC.

February 7, 2022 By:

August 8, 2022 By:

/s/ STRAUSS ZELNICK

2 unchanged sentences

(Principal Executive Officer)

February 7, 2022 By:

August 8, 2022 By:

/s/ LAINIE GOLDSTEIN

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities