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: Emerson Daniel P (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-01	Common Stock	D	4800	—	Disposed	28723	Direct
2022-06-01	Common Stock	F	7656	$124.63	Disposed	21067	Direct
2022-06-01	Common Stock	A	77630	—	Acquired	98697	Direct

Footnotes

F1: Represents the forfeiture of 4,800 performance-based restricted units previously granted to Mr. Emerson on June 1, 2020 due to the failure to meet certain performance conditions.

F2: This represents (i) 4,535 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) 2,747 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) 374 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) 57,201 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the "Annual Award") and (b) 20,429 restricted units to Mr. Emerson under the the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the "Transition Award"). The Annual Award includes (i) 11,427 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) 45,774 performance-based restricted units that vest 100% on June 1, 2025, subject to the satisfaction of certain performance criteria. The Transition Award includes (i) 4,081 time-based restricted units that that vest 100% on June 1, 2024 and (ii) 16,348 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 45,774, with the number of shares at target performance equal to 22,887, for the Annual Award or (ii) zero to 16,348, with the number of shares at target performance equal to 8,174, for the Transition Award.

F5: Includes (i) 136 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 6,506 other shares of Common Stock, (ii) 17,909 unvested time-based restricted stock units, and (iii) 74,146 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.