TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2020

Jun 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2020-06-01

Reporting Person: Goldstein Lainie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-01	Common Stock	F	18874	$136.22	Disposed	216559	Direct
2020-06-01	Common Stock	A	45095	—	Acquired	261654	Direct

Footnotes

F1: This represents (i) 4,849 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, 2017, which vested on June 1, 2020, (ii) 12,176 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, 2018, which vested on June 1, 2020 and (iii) 1,849 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, 2019, which vested on June 1, 2020.

F2: Represents the grant of 45,095 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 9,009 time-based restricted units that vest in three equal annual installments commencing on June 1, 2021 and (ii) 36,086 performance-based restricted units that vest in two equal annual installments commencing on June 1, 2022, 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 immediately prior to April 1, 2020.

F3: 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 36,086, with the number of shares at target performance equal to 18,043.

F4: Includes (i) 144,985 shares of Common Stock, (ii) 19,221 unvested time-based restricted stock units and (iii) 97,448 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.