REG-Massachusetts Financial Services Company Form 8.3 - TAKE-TWO INTERACTIVE SOFTWARE INC

Take-Two Interactive SoftwareAnnouncement

12/01/2021 11:30

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Form 8.3 - TAKE-TWO INTERACTIVE SOFTWARE INC

 

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)
 1.                        KEY INFORMATION                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                  
 (a)         Full name of discloser:                                                                                                                                                                            Massachusetts Financial Services Company                                                                                                          
 (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 to whose relevant securities this form                                                                                                                         TAKE-TWO INTERACTIVE SOFTWARE INC                                                                                                                 
             relates:                                                                                                                                                                                                                                                                                                                                             
             
                                                                                                                                                                                                                                                                                                                                                    
             Use a separate form for each offeror/offeree                                                                                                                                                                                                                                                                                                         
 (d)         If an exempt fund manager connected with an offeror/offeree, state this and                                                                                                                                                                                                                                                                          
             specify identity of offeror/offeree:                                                                                                                                                                                                                                                                                                                 
 (e)         Date position held/dealing undertaken:                                                                                                                                                             11 January 2021                                                                                                                                   
             
                                                                                                                                                                                                                                                                                                                                                    
             For an opening position disclosure, state the latest practicable date prior to                                                                                                                                                                                                                                                                       
             the disclosure                                                                                                                                                                                                                                                                                                                                       
 (f)         In addition to the company in 1(c) above, is the discloser making disclosures                                                                                                                      NO                                                                                                                                                
             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 (if any)                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security:                                                                                            Common Stock (US8740541094)                                                                                                                                                                                                               
                                                                                                                        Interests                                                                                                                                         Short Positions                                                                         
                                                                                                                        Number                                                                                            %                                               Number                                                    %                             
 (1)         Relevant securities owned and/or controlled:                                                               4,044,751                                                                                         3.52 %                                                                                                                                  
 (2)         Cash-settled derivatives:                                                                                                                                                                                                                                                                                                                            
 (3)         Stock-settled derivatives (including options) and agreements to purchase/sell:                                                                                                                                                                                                                                                                       
             Total                                                                                                      4,044,751 *                                                                                       3.52 %                                                                                                                                  
 * Massachusetts Financial Services Company does not have discretion regarding                                                                                                                                                                                                                                                                                    
 voting decisions in respect of 41,896 shares that are included in the total                                                                                                                                                                                                                                                                                      
 above.                                                                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                                                                                  
 All interests and all short positions should be disclosed.                                                                                                                                                                                                                                                                                                       
 
                                                                                                                                                                                                                                                                                                                                                                
 Details of any open stock-settled derivative positions (including traded                                                                                                                                                                                                                                                                                         
 options), or agreements to purchase or sell relevant securities, should be                                                                                                                                                                                                                                                                                       
 given on a Supplemental Form 8 (Open Positions).                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  
 (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 (IF ANY) 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                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security                                                                            Purchase/sale                                                                        Number of securities                                                                        Price per unit                                                            
 Common Stock (US8740541094)                                                                           Purchase                                                                             1,466                                                                                       207.5720 USD                                                              
 Common Stock (US8740541094)                                                                           Purchase                                                                             818                                                                                         207.1679 USD                                                              
                                                                                                                                                                                                                                                                                                                                                                  
 (b)                       Cash-settled derivative transactions                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security                             Product description e.g. CFD                                                                      Nature of dealing e.g. opening/closing a long/short position,                                     Number of reference securities                  Price per unit                                        
                                                                                                                                                          increasing/reducing a long/short position                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  
 (c)                       Stock-settled derivative transactions (including options)                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                  
 (i)                       Writing, selling, purchasing or varying                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security              Product description e.g. call option         Writing, purchasing, selling, varying etc.         Number of securities to which option relates       Exercise price per unit                           Type e.g. American, European etc.         Expiry date                  Option money paid/ received per unit         
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  
 (ii)                      Exercise                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security                                            Product description e.g. call option                                                                Exercising/ exercised against                            Number of securities                                          Exercise price per unit                                         
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  
 (d)                       Other dealings (including subscribing for new securities)                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                  
 Class of relevant security                                                                            Nature of dealing e.g. subscription, conversion                                      Details                                                                                     Price per unit (if applicable)                                            
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  
 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 person                                                                                                                                                                                                                                                                                      
 making the disclosure and any party to the offer or any person acting in                                                                                                                                                                                                                                                                                         
 concert with a party to the offer:                                                                                                                                                                                                                                                                                                                               
 
                                                                                                                                                                                                                                                                                                                                                                
 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 person 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                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                  
 Is a Supplemental Form 8 (Open Positions) attached?                                                                                                                                                  NO                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                  
 Date of disclosure                                                                                                                                                                                   12 January 2021                                                                                                                                             
 Contact name                                                                                                                                                                                         Nikki Cagan                                                                                                                                                 
 Telephone number                                                                                                                                                                                     +442074297243                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  


Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

The Panel’s Market Surveillance Unit is available for consultation in
relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=52360416&newsitemid=20210112005532&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=afbfba7287d2d8259f252f90655b74c0)
.



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Massachusetts Financial Services Company


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