TAKE TWO INTERACTIVE SOFTWARE INC — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G/A 1 p17-0482sc13ga.htm TAKE-TWO INTERACTIVE SOFTWARE, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment
No. 1)*
Under the Securities Exchange Act of 1934
Take-Two Interactive Software, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
874054109
(CUSIP Number)
December
31, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
Q	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page
1 of 9 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 874054109 13G/A Page 2 of 9 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eminence Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) S
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,870,142
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,870,142
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,870,142
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2%
12	TYPE OF REPORTING PERSON IA

Field: Page; Sequence: 2; Value: 2

CUSIP No. 874054109 13G/A Page 3 of 9 Pages

Field: /Page

1	NAME OF REPORTING PERSON Eminence GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) S
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,594,590
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,594,590
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,594,590
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8%
12	TYPE OF REPORTING PERSON OO

Field: Page; Sequence: 3; Value: 2

CUSIP No. 874054109 13G/A Page 4 of 9 Pages

Field: /Page

1	NAME OF REPORTING PERSON Ricky C. Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) S
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,870,142
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,870,142
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,870,142
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 4; Value: 2

CUSIP No. 874054109 13G/A Page 5 of 9 Pages

Field: /Page

Item 1(a).
The name of the issuer is
Take-Two Interactive Software, Inc. (the "Company").

Item 1(b).
The Company's principal
executive offices are located at 622 Broadway, New York, New York 10012.

| Item 2. |
| --- |
| This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): |
| (i) Eminence Capital, LP, a
Delaware limited partnership ("Eminence Capital"); |
| (ii) Eminence GP, LLC, a
Delaware limited liability company ("Eminence GP"); and |
| (iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler"). |
| This statement relates to
shares of Common Stock (as defined in Item 2(d) below) held for the accounts of: |
| (i) Eminence Partners, L.P.,
a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership
("Eminence II"); Eminence Partners Leveraged, L.P., a Delaware limited partnership ("Eminence
Leveraged"); Eminence Eaglewood Master, L.P., a Delaware limited partnership ("Eminence Eaglewood"); Eminence
Partners Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II, Eminence Leveraged and Eminence
Eaglewood, the "Partnerships"); as well as Eminence Fund Master, Ltd. ("Eminence Offshore Master Fund");
Eminence Fund Leveraged Master, Ltd. (together with Eminence Offshore Master Fund, the "Master Funds”), each a
Cayman Islands company, and Eminence Fund Long, Ltd. ("Eminence Offshore Long"), a Cayman Islands
company. The Partnerships, Master Funds and Eminence Offshore Long are collectively referred to as the
"Eminence Funds"; and |
| (ii) A separately managed account (the “SMA”). |
| Eminence Capital serves as
the management company to the Eminence Funds with respect to the shares of Common Stock directly owned by the
Eminence Funds and the investment adviser to the SMA with respect to the shares of Common Stock directly owned by the
SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of
the Eminence Funds and the SMA. |
| Eminence GP serves as general
partner or manager with respect to the shares of Common Stock directly owned by the Partnerships and Master Funds and may be
deemed to have voting and dispositive power over the shares held for the accounts of the Partnerships and Master Funds. |

Field: Page; Sequence: 5; Value: 2

CUSIP No. 874054109 13G/A Page 6 of 9 Pages

Field: /Page

| Mr. Sandler is
the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have voting and
dispositive power with respect to the shares of Common Stock directly owned by the Eminence Funds and the SMA, as applicable. |
| --- |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the shares of Common Stock reported herein. |

Item 2(b).
The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55th Street, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY 10022.

Item 2(c).
(i) Eminence Capital, a Delaware limited partnership;
(ii) Eminence GP, a Delaware
limited liability company; and
(iii) Mr. Sandler is a United States citizen.

Item 2(d).
Common Stock, $0.01 par value (the "Common Stock").

Item 2(e).
874054109

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Field: Page; Sequence: 6; Value: 2

CUSIP No. 874054109 13G/A Page 7 of 9 Pages

Field: /Page

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:

Item 4.
A. Eminence Capital, LP
(a)	Amount beneficially owned: 1,870,142
(b)	Percent of class: 2.2%. The percentages
used herein and in the rest of Item 4 are calculated based upon the 86,560,317 shares of Common Stock outstanding as
of October 28, 2016, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2016 filed with the Securities and Exchange Commission on November 2, 2016.
(c)	(i) Sole power to vote or direct the vote: 0
	(ii) Shared power to vote or direct the vote: 1,870,142
	(iii) Sole power to dispose or direct the disposition: 0
	(iv) Shared power to dispose or direct the disposition: 1,870,142

B. Eminence GP, LLC
(a)	Amount beneficially owned: 1,594,590
(b)	Percent of class: 1.8%
(c)	(i) Sole power to vote or direct the vote: 0
	(ii) Shared power to vote or direct the vote: 1,594,590
	(iii) Sole power to dispose or direct the disposition: 0
	(iv) Shared power to dispose or direct the disposition: 1,594,590

C. Ricky C. Sandler
(a)	Amount beneficially owned: 1,870,142
(b)	Percent of class: 2.2%
(c)	(i) Sole power to vote or direct the vote: 0
	(ii) Shared power to vote or direct the vote: 1,870,142
	(iii) Sole power to dispose or direct the disposition: 0
	(iv) Shared power to dispose or direct the disposition: 1,870,142

Field: Page; Sequence: 7; Value: 2

CUSIP No. 874054109 13G/A Page 8 of 9 Pages

Field: /Page

Item 5.
This statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities.

Item 6.
Not Applicable.

Item 7.
Not Applicable.

Item 8.
Not Applicable.

Item 9.
Not Applicable.

ITEM 10. Certification

Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Field: Page; Sequence: 8; Value: 2

CUSIP No. 874054109 13G/A Page 9 of 9 Pages

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2017

/s/ Ricky C. Sandler
Ricky C. Sandler, individually; as
Managing Member of Eminence Capital GP, LLC, the General Partner
of Eminence Capital, LP;
and as Managing Member of Eminence GP, LLC