TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2014-02-18

Reporting Person: Slatoff Karl (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	M	2009075	$14.74	Acquired	3903825	Indirect
2014-02-18	Common Stock	F	1451656	$20.40	Disposed	2452169	Indirect
2014-02-19	Common Stock	S	282904	$20.04	Disposed	2169265	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Stock Option (right to buy)	$14.74	M	2009075	Disposed	2017-08-27	Common Stock (2009075)	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by ZelnickMedia Corporation ("ZelnickMedia"). The transactions include (1) the exercise by ZelnickMedia, on a "net exercise" basis, of its stock options to acquire 2,009,075 shares of the Issuer's common stock originally granted under that certain Non-Qualified Stock Option Agreement, dated August 27, 2007, by and between the Issuer and ZelnickMedia, and (2) the sale of 282,904 shares of the Issuer's common stock acquired upon such exercise (the proceeds of which ZelnickMedia used to pay taxes incurred by ZelnickMedia resulting from such exercise).

F2: Represents a weighted average sales price; the sales prices ranged from $20.00 to $20.41. 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.

F3: Represents securities held directly by ZelnickMedia (such securities are not held individually by Mr. Slatoff). This Form 4 corrects the inadvertent inclusion of 900,000 shares of restricted common stock reported in the Reporting Person's Form 4s filed on November 5, 2012, April 4, 2013 and April 17, 2013, which shares were forfeited by ZelnickMedia in June 2012 because the price of the Issuer's common stock did not achieve its performance targets, as provided under in the Issuer's management agreement with ZelnickMedia. See the Issuer's Annual Report on Form 10-K filed on May 13, 2013 for further information. As a result of this clerical error, the Reporting Person's total common stock holdings has been reduced by 900,000 shares from the previously filed Form 4s.