TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2014

Sep 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2014-09-23

Reporting Person: Goldstein Lainie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-23	Common Stock	A	87595	—	Acquired	666986	Direct

Footnotes

F1: Represents the grant of 87,595 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan. Includes (i) 17,519 time-based restricted units that vest in three equal annual installments commencing on May 27, 2015 and (ii) 70,076 performance-based restricted units that vest in two equal annual installments commencing on May 27, 2016, subject to the satisfaction of certain performance criteria. The number of restricted units was determined based on the dollar value of the award and the average of the closing prices of the common stock on the ten trading days prior to the fifth trading day following the filing of the Issuer's Annual Report on Form 10-K.

F2: The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 70,076, with the number of shares at target performance equal to 35,038.