Goldman Sachs & Co. LLC Form 8 (DD) - Take-Two Interactive Software, Inc (3954L)

TIDMTTM

RNS Number : 3954L

Goldman Sachs & Co. LLC

12 January 2021

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                     GOLDMAN SACHS & CO. LLC 
 (b) Owner or controller of interests 
  and short positions disclosed, if 
  different from 1(a): 
  The naming of nominee or vehicle 
  companies is insufficient. For a 
  trust, the trustee(s), settlor and 
  beneficiaries must be named. 
---------------------------------------------- 
 (c) Name of offeror/offeree in relation         TAKE-TWO INTERACTIVE 
  to whose relevant securities this               SOFTWARE, INC 
  form relates: 
  Use a separate form for each offeror/offeree 
---------------------------------------------- 
 (d) Status of person making the                 Advisor to TAKE-TWO INTERACTIVE 
  disclosure:                                     SOFTWARE, INC 
  e.g. offeror, offeree, person acting 
  in concert with the offeror/offeree 
  (specify name of offeror/offeree) 
---------------------------------------------- 
 (e) Date dealing undertaken:                    11 January 2021 
---------------------------------------------- 
 (f) In addition to the company in               NO 
  1(c) above, is the discloser making 
  disclosures in respect of any other 
  party to the offer? 
  If it is a cash offer or possible 
  cash offer, state "N/A" 
---------------------------------------------- 
 
   2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 
 Class of relevant security:                   Common stock 
                                      Interests         Short positions 
                                 ------------------- 
                                    Number       %       Number       % 
                                 ------------  -----  ------------ 
 (1) Relevant securities 
  owned and/or controlled:        84,148.055    0.07   235,051.055   0.20 
-------------------------------  ------------  -----  ------------ 
 (2) Cash-settled derivatives:      350,427     0.30     56,368      0.04 
-------------------------------  ------------  -----  ------------ 
 (3) Stock-settled derivatives 
  (including options) and 
  agreements to purchase/sell:      39,000      0.03        0        0.00 
-------------------------------  ------------  -----  ------------ 
 
   TOTAL:                         473,575.055   0.41   291,419.055   0.25 
-------------------------------  ------------  -----  ------------ 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (included traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities (including directors' and other employee options) 
 
 Class of relevant security 
  in relation to which subscription 
  right exists: 
 Details, including nature 
  of the rights concerned and 
  relevant percentages: 
----------------------------------- 
 
   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

   (a)        Purchases and sales 

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 
 Class of relevant   Purchase/sale   Number of securities   Price per unit 
      security 
 
 

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected advisor

 
   Class of     Purchases/    Total number    Highest price         Lowest price 
   relevant        sales      of securities      per unit       per unit paid/received 
   security                                    paid/received 
 Common stock   Purchases            21,169         209.2900              206.2100 USD 
                                                         USD 
-------------  -----------  ---------------  --------------- 
 Common stock     Sales              21,784         208.8200              206.5400 USD 
                                                         USD 
-------------  -----------  ---------------  --------------- 
 
   (b)        Cash-settled derivative transactions 
 
   Class of       Product         Nature of dealing       Number of    Price per 
   relevant      description     e.g. opening/closing     reference       unit 
   security       e.g. CFD      a long/short position,    securities 
                                 increasing/reducing 
                                a long/short position 
 Common stock       CFD            Reducing a long               340    206.5400 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 Common stock       CFD            Opening a short               200    206.5400 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 Common stock       CFD            Reducing a long               300    206.6650 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 Common stock       CFD           Increasing a long              200    207.9725 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 Common stock       CFD          Increasing a short                8    208.1000 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 Common stock       CFD           Reducing a short                 1    208.8200 
                                       position                              USD 
-------------  -------------  ------------------------  ------------ 
 
   (c)        Stock-settled derivative transactions (including options) 
   (i)         Writing, selling, purchasing or varying 
 
    Class         Product        Writing,          Number       Exercise         Type         Expiry    Option 
  of relevant    description    purchasing,     of securities     price      e.g. American,    date      money 
   security       e.g. call       selling,        to which       per unit       European                 paid/ 
                   option       varying etc.       option                         etc.                  received 
                                                   relates                                              per unit 
 
 
   (ii)        Exercise 
 
 Class of relevant   Product description    Exercising     Number of    Exercise price 
      security            e.g. call         / exercised    securities      per unit 
                            option            against 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant    Nature of dealing    Details         Price per 
      security        e.g. subscription,              unit (if applicable) 
                          conversion 
 
 
   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any 
  agreement or understanding, formal or informal, relating 
  to relevant securities which may be an inducement to deal 
  or refrain from dealing entered into by the party to the 
  offer or person acting in concert making the disclosure 
  and any other person: 
  Irrevocable commitments and letters of intent should not 
  be included. If there are no such agreements, arrangements 
  or understandings, state "none" 
 
   NONE 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, 
  formal or informal, between the party to the offer or person 
  acting in concert making the disclosure and any other person 
  relating to: 
  (i) the voting rights of any relevant securities under 
  any option; or 
  (ii) the voting rights or future acquisition or disposal 
  of any relevant securities to which any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, 
  state "none" 
 
   NONE 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   YES 
 Supplemental Form 8 (SBL)              NO 
------------------------------------- 
 
 
 Date of disclosure:    12 January 2021 
 Contact name:          Paul Grainger and Kashif Rafiq 
--------------------- 
                        [phone] / +44(20) 
 Telephone number:       7051 0547 
--------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

SUPPLEMENTAL FORM 8(OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT TO

PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
     Full name of person making disclosure:     GOLDMAN SACHS & CO. LLC 
     Name of offeror/offeree in relation        TAKE-TWO INTERACTIVE 
      to whose relevant securities disclosure    SOFTWARE, INC 
      relates: 
--------------------------------------------- 
 
   2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) 
 
 Class of      Product         Written          Number        Exercise         Type           Expiry 
  relevant    description    or purchased    of securities    price per    e.g. American,      date 
  security     e.g. call                       to which         unit          European 
                option                          option                          etc. 
                                             or derivative 
                                                relates 
  Common     Call Option      Purchased              9,000     110.0000        AMER         15/01/2021 
   stock                                                            USD 
----------  -------------  --------------  ---------------  -----------  ---------------- 
  Common      Put Option        Sold                30,000     110.0000        AMER         21/01/2022 
   stock                                                            USD 
----------  -------------  --------------  ---------------  -----------  ---------------- 
 
   3.         AGREEMENTS TO PURCHASE OR SELL 
 
 Full details should be given so that the nature of the 
  interest or position can be fully understood: 
 
 

It is not necessary to provide details on a Supplement form (Open Positions) with regard to cash-settled derivatives.

The currency of all pieces and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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January 12, 2021 05:23 ET (10:23 GMT)