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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-01	Common Stock	A	23953	—	Acquired	135088	Direct
2017-06-01	Common Stock	F	18187	$78.12	Disposed	116901	Direct
2017-06-02	Common Stock	S	18440	$76.21	Disposed	98461	Direct

Footnotes

F1: Represents the grant of 23,953 restricted units to Mr. Emerson 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) 16,419 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 15,157 shares that were sold pursuant to a 10b5-1 trading plan.

F5: Includes (i) 15,429 unvested time-based restricted stock units, and (ii) 83,032 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.