TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2017

May 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2017-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-25	Common Stock	A	229282	—	Acquired	602217	Indirect
2017-05-25	Common Stock	S	35000	$78.5277	Disposed	184883	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110000	Indirect

Footnotes

F1: Represents the grant of 229,282 restricted units to ZelnickMedia Corporation ("ZelnickMedia") pursuant to the Restricted Unit Agreement entered into by ZelnickMedia and the Company on May 25, 2017. Includes 66,122 time-based restricted units that are scheduled to vest on April 4, 2019 and 163,160 performance-based restricted units that are scheduled to vest on April 4, 2019. 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 May 25, 2017.

F2: Represents 602,217 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F3: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $78.02 to $78.88, 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: Represents 184,883 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F5: Represents 110,000 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein.