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: Goldstein Lainie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-31	Common Stock	D	13078	—	Disposed	308632	Direct
2024-06-01	Common Stock	A	69035	—	Acquired	377667	Direct
2024-06-03	Common Stock	S	14321	$162.052	Disposed	363346	Direct

Footnotes

F1: Represents the forfeiture of 13,078 performance-based restricted units previously granted to Ms. Goldstein on June 1, 2022 due to the failure to meet certain performance conditions.

F2: Represents the grant of 69,035 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 13,791 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) 55,244 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 55,244, with the number of shares at target performance equal to 27,622.

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: Includes (i) 143,727 shares of Common Stock, (ii) 34,035 unvested time-based restricted stock units and (iii) 185,584 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.