TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2011

Jun 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2011-06-14

Reporting Person: ZELNICK STRAUSS (Director, Executive Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-14	Common Stock	S	88303	$15.18	Disposed	900000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138371	Indirect

Footnotes

F1: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by ZelnickMedia Corporation ("ZelnickMedia"), of which Mr. Zelnick is a partner, and was effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of shares of restricted stock previously granted to ZelnickMedia, as further described in Footnote (2) below.

F2: On June 13, 2011, 200,000 shares of restricted stock previously granted to ZelnickMedia vested. On June 14, 2011, ZelnickMedia (i) distributed a total of 111,697 shares to its partners, including 42,823 shares to Mr. Zelnick (which are held by Zelnick/Belzberg Living Trust), pursuant to a Section 16 exempt transaction and (ii) sold a total of 88,303 shares pursuant to the Rule 10b5-1 trading plan referred to in Footnote (1) to satisfy the tax obligations of its partners receiving shares in the distribution.

F3: Represents 900,000 shares of Common Stock held directly by ZelnickMedia (such shares are not held individually by Mr. Zelnick). Does not include 68,874 shares distributed by ZelnickMedia to its affiliates (other than Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (2) above.

F4: Represents 138,371 shares of Common Stock held by Zelnick/Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick).