TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2023

Jun 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2023-06-01

Reporting Person: Emerson Daniel P (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-01	Common Stock	D	3568	—	Disposed	88837	Direct
2023-06-01	Common Stock	F	4867	$137.59	Disposed	83970	Direct
2023-06-01	Common Stock	A	54577	—	Acquired	138547	Direct
2023-06-05	Common Stock	S	1947	$136.85	Disposed	136600	Direct
2023-06-05	Common Stock	S	4304	$138.34	Disposed	132296	Direct

Footnotes

F1: Represents the forfeiture of 3,568 performance-based restricted units previously granted to Mr. Emerson on June 1, 2021 due to the failure to meet certain performance conditions.

F2: This represents (i) 2,003 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, 2023, (ii) 1,284 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, 2021, which vested on June 1, 2023 and (iii) 1,580 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, 2022, which vested on June 1, 2023.

F3: Represents the grant of 54,577 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 10,903 time-based restricted units that vest 25% on June 1, 2024 and thereafter in twelve equal quarterly installments commencing on September 1, 2024 and (ii) 43,674 performance-based restricted units that vest 100% on June 1, 2026, 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 thirty trading days immediately prior to June 1, 2023.

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 zero to 43,674, with the number of shares at target performance equal to 21,837.

F5: Sale of shares pursuant to Rule 10b5-1 trading plan adopted on March 2, 2023.

F6: Includes 214 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan.

F7: Includes (i) 24,230 unvested time-based restricted stock units and (ii) 108,066 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.