TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2012

Apr 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2012-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-02	Common Stock	S	269245	$15.3781	Disposed	3069750	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	259531	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 April 1, 2012, 580,250 shares of restricted stock previously granted to ZelnickMedia vested. On April 2, 2012, ZelnickMedia (i) distributed a total of 311,005 shares to its partners, including 121,160 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 269,245 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 a weighted average sales price; the sales prices ranged from $15.1200 to $15.4600. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.

F4: Represents 3,069,750 shares of Common Stock held directly by ZelnickMedia (such shares are not held individually by Mr. Zelnick). Does not include 189,845 shares distributed by ZelnickMedia to its affiliates (other than Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (2) above.

F5: Represents 259,531 shares of Common Stock held by Zelnick/Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick).