TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2022

Jun 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2022-06-01

Reporting Person: Goldstein Lainie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-01	Common Stock	D	13713	—	Disposed	200161	Direct
2022-06-01	Common Stock	F	22380	$124.63	Disposed	177781	Direct
2022-06-01	Common Stock	A	110588	—	Acquired	288369	Direct

Footnotes

F1: Represents the forfeiture of 13,713 performance-based restricted units previously granted to Ms. Goldstein on June 1, 2020 due to the failure to meet certain performance conditions.

F2: This represents (i) 13,466 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, 2022, (ii) 7,847 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, 2020, which vested on June 1, 2022 and (iii) 1,067 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, 2021, which vested on June 1, 2022.

F3: Represents the grant of (a) 83,350 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the "Annual Award") and (b) 27,238 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the "Transition Award"). The Annual Award includes (i) 16,650 time-based restricted units that vest 25% on June 1, 2023 and thereafter in twelve equal quarterly installments commencing on September 1, 2023 and (ii) 66,700 performance-based restricted units that vest 100% on June 1, 2025, subject to the satisfaction of certain performance criteria. The Transition Award includes (i) 5,442 time-based restricted units that vest 100% on June 1, 2024 and (ii) 21,796 performance-based restricted units that vest 100% on June 1, 2024, 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 June 1, 2022.

F4: 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 (i) zero to 66,700, with the number of shares at target performance equal to 33,350, for the Annual Award or (ii) zero to 21,796, with the number of shares at target performance equal to 10,898, for the Transition Award.

F5: Includes (i) 136,564 shares of Common Stock, (ii) 28,952 unvested time-based restricted stock units and (iii) 122,853unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.