TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2017

Jun 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2017-06-01

Reporting Person: Goldstein Lainie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-01	Common Stock	A	23953	—	Acquired	428633	Direct
2017-06-01	Common Stock	F	18614	$78.12	Disposed	410019	Direct

Footnotes

F1: Represents the grant of 23,953 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan. Includes (i) 4,785 time-based restricted units that vest in three equal annual installments commencing on June 1, 2018 and (ii) 19,168 performance-based restricted units that vest in two equal annual installments commencing on June 1, 2019, 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 June 1, 2017, 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 19,168, with the number of shares at target performance equal to 9,584.

F3: This represents (i) 16,846 shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of time-based and performance-based restricted stock units originally granted on June 1, 2015, which vested on June 1, 2017 and (ii) 1,768 shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of time-based restricted stock units originally granted on June 1, 2016, which vested on June 1, 2017.

F4: Includes (i) 160,291 shares of Common Stock, (ii) 15,429 unvested time-based restricted stock units, (iii) 83,032 unvested performance-based restricted stock units and (iv) 151,267 unvested performance-based restricted stock awards. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.