Other Information
−Removed: The share numbers in this Item 5 represent the actual number of shares (not in millions).
+Added: The share numbers and dollar amounts in this Item 5 represent the actual number of shares and dollars (not in millions).
Securities Trading Plans of Directors and Executive Officers
−Removed: On August 23, 2023 , Michael Sheresky , a member of our Board of Directors , entered into a 10b5-1 trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The Plan provides for the sale of up to an aggregate of 912 shares of the Company’s stock commencing November 24, 2023.
−Removed: The Plan is designed to sell 50% of the restricted shares scheduled to vest in each of November 2023, February 2024, June 2024 and August 2024 to cover the tax obligation associated with the shares vesting.
−Removed: The Plan terminates on the earlier of August 30, 2024 or the date all shares under the Plan are sold.
−Removed: 10.1 Amended and Restated Take-Two Interactive Software, Inc.
−Removed: 2017 Stock Incentive Plan (incorporated by reference to Annex B of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 27, 2023)
+Added: Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: During the quarter ended December 31, 2023, the following Section 16 officers and directors adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
+Added: • On December 8, 2023 , ZelnickMedia Corporation (“ZelnickMedia”) and ZMC Advisors, L.P.
+Added: (“ZMC Advisors” and, collectively with ZelnickMedia, “ZMC”) adopted a new written trading plan.
+Added: Pursuant to our Management Agreement with ZMC, Strauss Zelnick , a partner of each of ZelnickMedia and ZMC Advisors, serves as our Executive Chairman and Chief Executive Officer , and Karl Slatoff, a partner of each of ZelnickMedia and ZMC Advisors, serves as our President.
+Added: ◦ With respect to sales by ZelnickMedia, the plan’s maximum duration is until April 26, 2024 and the first trade will not occur until April 12, 2024, at the earliest.
+Added: The trading plan is intended to permit ZelnickMedia to sell 51% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on April 12, 2024.
+Added: ◦ With respect to sales by ZMC Advisors, the plan’s maximum duration is until June 14, 2024 and the first trade will not occur until May 31, 2024, at the earliest.
+Added: The trading plan is intended to permit ZMC Advisors to sell 51% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 31, 2024.
+Added: • On December 8, 2023 , Karl Slatoff , our President , adopted a new written trading plan.
+Added: The plan’s maximum duration is until June 3, 2025 and the first trade will not occur until April 15, 2024, at the earliest.
+Added: The trading plan is intended to permit Mr.
+Added: Slatoff to make one or more share donations equal to the lesser of (i) up to an aggregate of 14,716 shares of our common stock and (ii) up to an aggregate of $2,500,000 worth of shares of our common stock.
+Added: • On December 8, 2023 , Daniel Emerson , our Executive Vice President and Chief Legal Officer , adopted a new written trading plan.
+Added: The plan’s maximum duration is until December 31, 2024 and the first trade will not occur until June 3, 2024, at the earliest.
+Added: The trading plan is intended to permit Mr.
+Added: Emerson to sell up to an aggregate of 75% of net vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 31, 2024.
+Added: No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2023.
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at September 30, 2023 (Unaudited) and March 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023 and 2022 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended September 30, 2023 and 2022 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2023 and 2022 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2023 and 2022 (Unaudited);
+Added: (i) Condensed Consolidated Balance Sheets at December 31, 2023 (Unaudited) and March 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended December 31, 2023 and 2022 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and nine months ended December 31, 2023 and 2022 (Unaudited);
and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
2 unchanged sentences
TAKE-TWO INTERACTIVE SOFTWARE, INC.
−Removed: November 8, 2023 By:
+Added: February 8, 2024 By:
/s/ STRAUSS ZELNICK
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 8, 2023 By:
+Added: February 8, 2024 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.