Sec Form 4 Filing - ZELNICK STRAUSS @ TAKE TWO INTERACTIVE SOFTWARE INC - 2022-06-01

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) 06/01/2022 (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 06/01/2022 A 675,684( 1 ) A $ 0 675,684 I By ZMC Advisors, L.P.( 1 )( 2 ) Common Stock 71,551( 3 ) I By Wendy Jay Belzberg 2012 Family Trust( 3 ) Common Stock 110,052( 4 ) I By Zelnick Belzberg Living Trust( 4 ) Common Stock 372,014( 5 ) I By Zelnick Media Corporation( 5 )

Table II - Derivative Securities Acquired, Disposed 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 Trans action(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 06/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the previously disclosed Management Agreement (as defined and described in Footnote (2) below), represents the grant of (a) 188,665 restricted units to ZMC Advisors, L.P. ("ZMC Advisors") pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (2 Year Cliff Vest)"), (b) 206,517 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "Transition Period Grant Agreement (3 Year Cliff Vest)"), and (c) 280,502 restricted units to ZMC Advisors pursuant to a Restricted Unit Agreement entered into by ZMC Advisors and the Company on June 1, 2022 (the "New Grant Agreement" and together with the Transition Period Grant Agreement (2 Year Cliff Vest) and the Transition Period Grant Agreement (3 Year Cliff Vest), the "Restricted Unit Agreements"). The Transition Period Grant Agreement (2 Year Cliff Vest) includes (i) 37,733 time-based restricted units that are scheduled to vest on June 1, 2024 and (ii) 150,932 performance-based restricted units that are scheduled to vest on June 1, 2024. The Transition Period Grant Agreement (3 Year Cliff Vest) includes (i) 41,303 time-based restricted units that are scheduled to vest on June 1, 2025 and (ii) 165,214 performance-based restricted units that are scheduled to vest on June 1, 2025. The New Grant Agreement includes (i) 56,100 time-based restricted units that are scheduled to vest in equal installments on June 1, 2023, June 1, 2024 and June 1, 2025 and (ii) 224,402 performance-based restricted units that are scheduled to vest on June 1, 2025. Further information regarding the Restricted Unit Agreements and the restricted units, including the vesting schedule, is available in the Company's Current Report on Form 8-K filed with the Commission on May 5, 2022. The 675,684 restricted units reported herein are held directly by ZMC Advisors, L.P., 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 ZMC Advisors, L.P. except to the extent of his pecuniary interest therein. ( 2 )On May 3, 2022, the Company entered into a Management Agreement (the "Management Agreement"), with ZelnickMedia Corporation ("ZelnickMedia"), which became effective on May 23, 2022, which was the closing date of the Company's acquisition of Zynga Inc. (the "Effective Date"). On May 21, 2022, ZelnickMedia assigned all of its rights and obligations and other liabilities under the Management Agreement (other than the 2022 Portion of Fiscal 2023 (as defined in the Management Agreement) and any portion of the Management Fee (as defined in the Management Agreement) in respect of periods on or prior to the Effective Date) from ZelnickMedia to ZMC Advisors pursuant to Section 16 of the Management Agreement. Such assignment included the right to receive the restricted units pursuant to the Restricted Unit Agreements described in Footnote (1) above. ( 3 )Represents 71,551 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. ( 4 )Represents 110,052 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. ( 5 )Represents 372,014 restricted units held directly by ZelnickMedia Corporation, 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 Corporation except to the extent of his pecuniary interest therein.

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