TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2021-06-01

Reporting Person: Emerson Daniel P (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Common Stock	F	9256	$182.76	Disposed	31740	Direct
2021-06-01	Common Stock	A	10133	—	Acquired	41873	Direct
2021-06-03	Common Stock	S	4000	$177.65	Disposed	37873	Direct

Footnotes

F1: This represents (i) 4,160 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, 2021, (ii) 4,536 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, 2019, which vested on June 1, 2021 and (iii) 560 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, 2020, which vested on June 1, 2021.

F2: Represents the grant of 10,133 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 2,025 time-based restricted units that vest in three equal annual installments commencing on June 1, 2022 and (ii) 8,108 performance-based restricted units that vest in two equal annual installments commencing on June 1, 2023, 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, 2021.

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 8,108, with the number of shares at target performance equal to 4,054.

F4: Includes (i) 163 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 4,323 other shares of Common Stock, (ii) 5,343 unvested time-based restricted stock units, and (iii) 28,044 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.