CERTAIN BENEFICIAL OWNERS OF TAKE-TWO COMMON STOCK
The following table sets forth certain information with respect to the beneficial ownership of Take-Two common stock as of March 28, 2022, for:
| • | each member of the Take-Two board of directors; |
| • | each named executive officer of Take-Two; |
| • | the members of the Take-Two board of directors and Take-Two’s current executive officers as a group; and |
| • | each person known by Take-Two to beneficially own 5% or more of the outstanding shares of Take-Two common stock. |
Take-Two has determined beneficial ownership in accordance with the rules of the SEC, and therefore it represents sole or shared voting or investment power with respect to Take-Two’s securities. Unless otherwise indicated below, to Take-Two’s knowledge, the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. Take-Two has deemed shares of Take-Two common stock subject to options and restricted stock units outstanding as of March 28, 2022 that were exercisable or issuable or will become exercisable or issuable within 60 days of March 28, 2022 to be outstanding and to be beneficially owned by the person holding the option or restricted stock unit for the purpose of computing the percentage ownership of that person, but has not treated them as outstanding for the purpose of computing the percentage ownership of any other person.
Take-Two has based percentage ownership of Take-Two common stock on 115,419,585 shares of Take-Two common stock outstanding as of March 28, 2022.
Security Ownership of Take-Two Directors and Executive Officers
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Take-Two Interactive Software, Inc., 110 West 44th Street, New York, New York, 10036.
| Named Executive Officers and Directors: | Shares Beneficially Owned |
Ownership % |
||||||
| Strauss Zelnick (1) |
589,053 | * | ||||||
| Karl Slatoff(2) |
447,553 | * | ||||||
| Lainie Goldstein(3) |
213,874 | * | ||||||
| Daniel Emerson(4) |
33,387 | * | ||||||
| J Moses |
21,043 | * | ||||||
| Michael Sheresky |
61,716 | * | ||||||
| Michael Dornemann |
15,250 | * | ||||||
| LaVerne Srinivasan |
8,607 | * | ||||||
| Susan Tolson |
25,666 | * | ||||||
| Paul Viera(5) |
83,485 | * | ||||||
| Roland Hernandez |
4,271 | * | ||||||
| All directors and executive officers as a group (11 persons)(6) |
1,056,352 | |||||||
Security Ownership of Other Beneficial Owners
Based on information available to Take-Two as of March 28, 2022, Take-Two knew of no person who beneficially owned 5% of the outstanding shares of Take-Two common stock, except as set forth below.
| 5% or Greater Stockholders | ||||||||
| BlackRock, Inc.(7) |
10,527,202 | 9.1 | % | |||||
| The Vanguard Group, Inc.(8) |
12,340,892 | 10.70 | % | |||||
| The Public Investment Fund.(9) |
8,790,000 | 7.6 | % | |||||
| Total of all Directors, Officers, and >5% Stockholders |
32,714,446 | 28.2 | % | |||||
| * | Represents beneficial ownership of less than one percent (1%) of the outstanding shares of Take-Two common stock. |
| (1) | Mr. Zelnick is a partner at ZelnickMedia. The shares listed include 69,949 shares of common stock held by Zelnick/Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick), 71,551 shares of common stock held by the Wendy Jay Belzberg 2012 Family Trust (such shares are indirectly held by Mr. Zelnick) and 447,553 RSUs held by ZelnickMedia (such units are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by each of the Zelnick/Belzberg Living Trust, the Wendy Jay Belzberg 2012 Family Trust and ZelnickMedia except to the extent of his pecuniary interest therein. The 447,553 RSUs held by ZelnickMedia consist of (a) unvested RSUs granted to ZelnickMedia on April 13, 2020 settleable for up to 272,552 shares of common stock and (b) unvested RSUs granted to ZelnickMedia on April 13, 2021 settleable for up to 175,001 shares of common stock. A portion of each grant is subject to time-based vesting and the other portion is subject to performance-based vesting. The 2020 grant will vest, if at all, on April 13, 2022, and the 2021 grant will vest, if at all, on April 13, 2023, subject in each case to acceleration or forfeiture under certain circumstances. |
| (2) | Mr. Slatoff is a partner at ZelnickMedia. The shares listed include 447,553 RSUs held by ZelnickMedia (such units are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein. The 447,553 RSUs held by ZelnickMedia consist of (a) unvested RSUs granted to ZelnickMedia on April 13, 2020 settleable for up to 272,552 shares of common stock and (b) unvested RSUs granted to ZelnickMedia on April 13, 2021 settleable for up to 175,001 shares of common stock. A portion of each grant is subject to time-based vesting and the other portion is subject to performance-based vesting. The 2020 grant will vest, if at all, on April 13, 2022, and the 2021 grant will vest, if at all, on April 13, 2023, subject in each case to acceleration or forfeiture under certain circumstances. |
| (3) | The shares listed include (i) 118,479 shares of common stock held by Ms. Goldstein, (ii) 15,265 unvested time-based RSUs held by Ms. Goldstein, and (iii) 80,130 unvested performance-based RSUs held by Ms. Goldstein. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements. |
| (4) | The shares listed include (i) 5,343 unvested time-based RSUs held by Mr. Emerson, and (ii) 28,044 unvested performance-based RSUs held by Mr. Emerson. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements. |
| (5) | The shares listed include 75,000 shares of common stock held by The PEV Revocable Living Trust (such securities are indirectly held by Mr. Viera), which were purchased on the open market in August 2018. |
| (6) | The 447,553 RSUs held by ZelnickMedia, and beneficially owned by Messrs. Zelnick and Slatoff, are only included once. |
| (7) | Based on information contained in a report on Schedule 13G/A filed with the SEC on February 1, 2022. |
| (8) | Based on information contained in a report on Schedule 13G/A filed with the SEC on February 10, 2022. |
| (9) | Based on information contained in a report on Schedule 13G filed with the SEC on February 7, 2022. |
