TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2014

Apr 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2014-04-02

Reporting Person: Slatoff Karl (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-02	Common Stock	S	379317	$21.8542	Disposed	1752490	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	65145	Direct

Footnotes

F1: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by ZelnickMedia, of which Mr. Slatoff 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, 2014, 761,750 shares of restricted stock previously granted to ZelnickMedia vested. On April 2, 2014, ZelnickMedia (i) distributed a total of 382,433 shares to its partners, including 62,240 shares to Mr. Slatoff, pursuant to a Section 16 exempt transaction and (ii) sold a total of 379,317 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 $21.68 to $22.05. 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 1,752,490 shares of Common Stock held directly by ZelnickMedia (such shares are not held individually by Mr. Slatoff). Does not include 320,193 shares distributed by ZelnickMedia to its affiliates (other than Mr. Slatoff) pursuant to the Section 16 exempt transactions referred to in Footnote (2) above.

F5: Represents 65,145 shares of Common Stock held directly by Mr. Slatoff, including 62,240 shares acquired by Mr. Slatoff pursuant to the Section 16 exempt distributions referred to in Footnote (2) above.