Lainie Goldstein - Jun 1, 2023 Form 4 Insider Report for TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)

Signature
/s/ Lainie Goldstein
Stock symbol
TTWO
Transactions as of
Jun 1, 2023
Transactions value $
-$1,887,047
Form type
4
Date filed
6/5/2023, 05:15 PM
Previous filing
May 1, 2023
Next filing
Jun 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTWO Common Stock Disposed to Issuer $0 -10.2K -3.54% $0.00 278K Jun 1, 2023 Direct F1
transaction TTWO Common Stock Tax liability -$1.89M -13.7K -4.93% $137.59 264K Jun 1, 2023 Direct F2
transaction TTWO Common Stock Award $0 +79.5K +30.07% $0.00 344K Jun 1, 2023 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.