Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-22-016722
Date:2022-06-01
Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
Original Submission Date:

Reporting Person:

GOLDSTEIN LAINIE
C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 WEST 44TH STREET NEW YORK, NY 10036

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-06-01 D 13,713 d $0.00 200,161 direct
COMMON STOCK 2022-06-01 F 22,380 d $124.63 177,781 direct
COMMON STOCK 2022-06-01 A 110,588 a $0.00 288,369 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
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.
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