TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2015

May 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2015-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-20	Common Stock	A	525591	—	Acquired	2278081	Indirect
2015-05-20	Common Stock	D	24750	—	Disposed	2253331	Indirect
2015-05-20	Common Stock	S	152386	$27.7179	Disposed	1976268	Indirect
2015-05-21	Common Stock	S	152386	$27.64	Disposed	1699205	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	242380	Indirect
Common Stock	291316	Indirect
Common Stock	135000	Indirect

Footnotes

F1: Represents the grant of 525,591 restricted units to ZelnickMedia Corporation ("ZelnickMedia") pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on May 20, 2015. Includes 151,575 time-based restricted units that vest on April 1, 2017 and 374,016 performance-based restricted units. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on March 20, 2015.

F2: Represents 2,278,081 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick).

F3: Forfeiture of shares of performance-based restricted stock previously granted to ZelnickMedia due to the failure to meet performance conditions.

F4: Represents 2,253,331 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick).

F5: The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including 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 (7) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.

F6: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.32 to $28.15, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F7: On May 20, 2015, 277,063 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 48,936 shares to Mr. Zelnick, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,386 shares pursuant to the registration statement referred to in Footnote (5) to satisfy the tax obligations of its partners receiving shares in the distribution.

F8: Represents 1,976,268 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (7) above.

F9: Represents 242,380 shares of Common Stock held by the Zelnick Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick), including 48,936 shares acquired by Mr. Zelnick pursuant to the Section 16 exempt distribution referred to in Footnote (7) above.

F10: The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including 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 (12) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.

F11: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.54 to $27.86, inclusive. Upon request, the Reporting Person undertakes to provide full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

F12: On May 21, 2015, 277,063 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 48,936 shares to Mr. Zelnick, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,386 shares pursuant to the registration statement referred to in Footnote (10) to satisfy the tax obligations of its partners receiving shares in the distribution.

F13: Represents 1,699,205 shares of Common Stock held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such shares are not held individually by Mr. Zelnick). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Zelnick) pursuant to the Section 16 exempt transactions referred to in Footnote (12) above.

F14: Represents 291,316 shares of Common Stock held by the Zelnick Belzberg Living Trust (such shares are indirectly held by Mr. Zelnick), including 48,936 shares acquired by Mr. Zelnick pursuant to the Section 16 exempt distribution referred to in Footnote (12) above.

F15: Represents 135,000 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such shares are indirectly held by Mr. Zelnick).