TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2013

Apr 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2013-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Common Stock	S	136934	$15.5836	Disposed	2794750	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67125	Indirect
Common Stock	185000	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, 2013, 275,000 shares of restricted stock previously granted to ZelnickMedia vested. On April 2, 2013, ZelnickMedia (i) distributed a total of 138,066 shares to its partners, including 52,594 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 136,934 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 $15.29 to $15.98. 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 2,794,750 shares of Common Stock held directly by ZelnickMedia (such shares are not held individually by Mr. Zelnick). Does not include 85,472 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 67,125 shares of Common Stock held by Zelnick/Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick).

F6: Represents 185,000 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such shares are indirectly held by Mr. Zelnick). These shares were previously transferred from the Zelnick/Belzberg Living Trust to the Wendy Jay Belzberg 2012 Family Trust pursuant to Section 16 exempt transactions.