TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2018-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Common Stock	D	33174	—	Disposed	569043	Indirect
2018-04-02	Common Stock	S	36958	$94.6612	Disposed	532085	Indirect
2018-04-02	Common Stock	S	87057	$95.5823	Disposed	445028	Indirect
2018-04-02	Common Stock	S	103656	$96.2719	Disposed	341372	Indirect
2018-04-02	Common Stock	J	62686	—	Disposed	278686	Indirect
2018-04-02	Common Stock	G	62686	—	Disposed	0	Direct
2018-04-02	Common Stock	G	62686	—	Acquired	169288	Indirect
2018-04-03	Common Stock	S	3785	$94.3620	Disposed	274901	Indirect
2018-04-03	Common Stock	S	7284	$95.3117	Disposed	267617	Indirect
2018-04-03	Common Stock	S	1194	$96.2537	Disposed	266423	Indirect
2018-04-04	Common Stock	S	7785	$93.3863	Disposed	258638	Indirect
2018-04-04	Common Stock	S	300	$93.9467	Disposed	258338	Indirect
2018-04-04	Common Stock	S	4178	$95.00	Disposed	254160	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95000	Indirect

Footnotes

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

F2: Represents 229,282 restricted units and 339,761 shares of Common Stock 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: These transactions are reported on seperate lines due to the range of the sale prices.

F4: On April 2, 2018, 339,761 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, 2016. 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.

F5: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $94.01 to $95.01, 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.

F6: Represents 229,282 restricted units and 302,803 shares of Common Stock 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.

F7: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $95.02 to $96.02, 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.

F8: Represents 229,282 restricted units and 215,746 shares of Common Stock 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.

F9: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $96.03 to $96.98, 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.

F10: Represents 229,282 restricted units and 112,090 shares of Common Stock 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.

F11: On April 2, 2018, 339,761 restricted units previously granted to ZelnickMedia vested and ZelnickMedia distributed a total of 62,686 shares received upon vesting to Mr. Zelnick which shares Mr. Zelnick had previously indirectly beneficially owned through ZelnickMedia.

F12: Represents 229,282 restricted units and 49,404 shares of Common Stock 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.

F13: Mr. Zelnick received 62,686 shares pursuant to a distribution, as further described in Footnote (11) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZelnickMedia. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.

F14: Reflects certain shares that were previously transferred from the Wendy Jay Belzberg 2012 Family Trust to the Zelnick/Belzberg Living Trust pursuant to Section 16 exempt transactions.

F15: Represents 169,288 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 62,686 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (11) above. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

F16: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $93.98 to $94.92, 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.

F17: Represents 229,282 restricted units and 45,619 shares of Common Stock 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.

F18: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $95.00 to $96.00, 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.

F19: Represents 229,282 restricted units and 38,335 shares of Common Stock 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.

F20: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $96.04 to $96.65, 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.

F21: Represents 229,282 restricted units and 37,141 shares of Common Stock 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.

F22: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $92.85 to $93.79, 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.

F23: Represents 229,282 restricted units and 29,356 shares of Common Stock 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.

F24: Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $93.91 to $94.00, 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.

F25: Represents 229,282 restricted units and 29,056 shares of Common Stock 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.

F26: Represents 229,282 restricted units and 24,878 shares of Common Stock 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.

F27: Represents 95,000 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.