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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZELNICK STRAUSS C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. 622 BROADWAY NEW YORK, NY 10012 |
X | Executive Chairman |
/s/ Adam Kansler, as Attorney-in-Fact for Strauss Zelnick | 04/21/2008 | |
**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) | Represents the grant of 1,500,000 shares of restricted stock to ZelnickMedia Corporation, of which Strauss Zelnick is a partner. No shares of common stock are owned by Mr. Zelnick directly. Pursuant to the Second Amendment to the Management Agreement between the Issuer and ZelnickMedia Corporation (the "Second Amendment"), the obligation of the Issuer to grant such shares of restricted stock to ZelnickMedia Corporation became fixed at the 2008 annual meeting of stockholders of the Issuer on April 17, 2008, upon the approval by such stockholders of an amendment to the Issuer's Incentive Stock Plan to permit grants of equity awards to consultants and to increase the number of shares authorized for issuance under such plan. (Continued to footnote 2) |
(2) | (Continued from footnote 1) Accordingly, the Issuer is required to grant such shares of restricted stock to ZelnickMedia Corporation on the earlier of (i) the fifth trading day following the filing of the Issuer's Quarterly Report on Form 10-Q for its second fiscal quarter (ending April 30, 2008), currently anticipated to be in June 2008 and (ii) June 30, 2008. For additional information regarding the shares of restricted stock and the Second Amendment, see the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2008. |