TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2017

Apr 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2017-04-04

Reporting Person: Slatoff Karl (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-04	Common Stock	D	46752	—	Disposed	851774	Indirect
2017-04-04	Common Stock	S	387237	$57.9817	Disposed	464537	Indirect
2017-04-04	Common Stock	J	91602	—	Disposed	372935	Indirect

Footnotes

F1: Represents the forfeiture of performance-based units previously granted to ZelnickMedia due to the failure to meet certain performance conditions.

F2: Represents 372,935 restricted units and 478,839 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F3: On April 4, 2017, 478,839 restricted units previously granted to ZelnickMedia vested. Such restricted units were registered at the time of grant pursuant to a registration statement filed with the Commission which was automatically declared effective on May 20, 2015. The reported sale transactions were effected pursuant to Rule 10b5-1 trading plans, including to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of such restricted units.

F4: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $57.775 to $58.72, 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.

F5: Represents 372,935 restricted units and 91,602 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

F6: On April 4, 2017, 478,839 restricted units previously granted to ZelnickMedia vested and ZelnickMedia distributed a total of 91,602 shares received upon vesting to its employees, but none of which were distributed to Mr. Slatoff.

F7: Represents 372,935 restricted units held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.