Form Type: 4

Accession Number:	0001127602-23-017875
Date:	2023-06-01
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 Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
COMMON STOCK	2023-06-01		D	10,195	d	$0.00	278,174	direct
COMMON STOCK	2023-06-01		F	13,715	d	$137.59	264,459	direct
COMMON STOCK	2023-06-01		A	79,527	a	$0.00	343,986	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 Exercisable	Expiration 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
ID	footnote
f1	represents the forfeiture of 10,195 performance-based restricted units previously granted to ms. goldstein on june 1, 2021 due to the failure to meet certain performance conditions.
f2	this represents (i) 6,758 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) 4,655 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) 2,302 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 79,527 restricted units to ms. goldstein under the take-two interactive software, inc. 2017 stock incentive plan. includes (i) 15,887 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) 63,640 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 63,640, with the number of shares at target performance equal to 31,820.
f5	includes (i) 149,616 shares of common stock, (ii) 35,746 unvested time-based restricted stock units and (iii) 158,624 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.

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