TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2016

May 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2016-05-21

Reporting Person: Emerson Daniel P (Exec. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-21	Common Stock	F	2542	$36.37	Disposed	110746	Direct
2016-05-23	Common Stock	S	13051	$36.4924	Disposed	97695	Direct

Footnotes

F1: This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of time-based and performance-based restricted stock awards originally granted on June 10, 2013, which vested on May 21, 2016.

F2: Includes (i) 26,059 shares of Common Stock, (ii) 17,939 unvested time-based restricted stock units, and (iii) 66,748 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.

F3: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $36.40 to $37.00, 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.

F4: Includes (i) 13,008 shares of Common Stock, (ii) 17,939 unvested time-based restricted stock units, and (iii) 66,748 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.