TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2024

Jun 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2024-05-31

Reporting Person: Emerson Daniel P (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-31	Common Stock	D	9809	—	Disposed	120945	Direct
2024-06-01	Common Stock	A	47376	—	Acquired	168321	Direct
2024-06-03	Common Stock	S	8485	$162.052	Disposed	159836	Direct
2024-06-04	Common Stock	S	4260	$163.06	Disposed	155576	Direct

Footnotes

F1: Represents the forfeiture of 9,809 performance-based restricted units previously granted to Mr. Emerson on June 1, 2022 due to the failure to meet certain performance conditions.

F2: Represents the grant of 47,376 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 9,464 time-based restricted units that vest 25% on June 1, 2025 and thereafter in twelve equal quarterly installments commencing on September 1, 2025 and (ii) 37,912 performance-based restricted units that vest 100% on June 1, 2027, 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, 2024.

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 37,912, with the number of shares at target performance equal to 18,956.

F4: This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person.

F5: Sale of shares pursuant to Rule 10b5-1 trading plan adopted on December 8, 2023.

F6: Includes (i) 186 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 4,673 other shares of Common Stock, (ii) 23,357 unvested time-based restricted stock units and (iii) 127,360 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.