Sec Form 4 Filing - ZELNICK STRAUSS @ TAKE TWO INTERACTIVE SOFTWARE INC - 2020-07-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ZELNICK STRAUSS 2. Issuer Name and Ticker or Trading Symbol TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO (Last) (First) (Middle) C/O TAKE-TWO INTERACTIVE SOFTWARE, INC., 110 WEST 44TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2020 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/04/2020 G V 7,000 ( 1 ) D $ 0 153,120 I By Zelnick Belzberg Living Trust Common Stock 07/06/2020 S 12,170 ( 2 ) ( 3 ) D $ 145.0521 ( 4 ) 140,950 I By Zelnick Belzberg Living Trust Common Stock 07/06/2020 S 14,740 ( 2 ) ( 3 ) D $ 146.1446 ( 5 ) 126,210 I By Zelnick Belzberg Living Trust Common Stock 07/06/2020 S 13,090 ( 2 ) ( 3 ) D $ 147.0021 ( 6 ) 113,120 ( 7 ) I By Zelnick Belzberg Living Trust ( 7 ) Common Stock 95,000 ( 8 ) I By Wendy Jay Belzberg 2012 Family Trust ( 8 ) Common Stock 587,867 ( 9 ) I By Zelnick Media Corporation ( 9 )

Table II - Derivative Securities Acquired, Di sposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZELNICK STRAUSS C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. 110 WEST 44TH STREET NEW YORK, NY10036 X Chairman, CEO Signatures /s/ Strauss Zelnick 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a charitable gift/transfer of shares of Common Stock to a 501(c)(3) organization. ( 2 )This transaction was effected pursuant to a previously established Rule 10b5-1 trading plan entered into by the Reporting Person. ( 3 )These transactions are reported on separate lines due to the range of the sale price. ( 4 )Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $144.54 to $145.47, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer. ( 5 )Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $145.65 to $146.625, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer. ( 6 )Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $146.67 to $147.37, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the Issuer or any security holder of the Issuer. ( 7 )Represents 113,120 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein. ( 8 )Represents 95,000 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein. ( 9 )Represents 587,867 restricted units held directly by ZelnickMedia, of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZelnickMedia except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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