X0203 3 2009-12-17 0 0000946581 TAKE TWO INTERACTIVE SOFTWARE INC TTWO 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000860851 BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322824 Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP C/O WALKER HOUSE 87 MARY STREET GEORGE TOWN, GRAND CAYMAN E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001414181 ICAHN PARTNERS MASTER FUND II L.P. C/O WALKER HOUSE 87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001414179 ICAHN PARTNERS MASTER FUND III L.P. C/O WALKER HOUSE 87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001080113 BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001257324 ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock, par value $0.01 per share ("Shares") 8375000 I please see footnotes Call options "right to purchase" 5.25 2009-12-17 2011-12-16 Common stock 783479 I please see footnoes Put options "obligation to purchase" 5.25 2011-12-16 2011-12-16 please see footnotes I please see footnotes High River Limited Partnership ("High River") directly beneficially owns 1,674,999 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,411,244 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,867,208 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,030,604 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 390,945 Shares. The Shares, together with the Options, are defined as the "Securities." Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein. Please reference the Form 3 filing dated December 24, 2009, filed separately by Mr. Icahn, Icahn Enterprises Holdings, IPH, Icahn Capital, Icahn Offshore, and Icahn Onshore. High River Limited Partnership ("High River") directly beneficially owns 156,696 call options (the "Call Options"), Icahn Partners LP ("Icahn Partners") directly beneficially owns 225,571 Call Options, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 268,226 Call Options, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 96,413 Call Options, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 36,573 Call Options. High River Limited Partnership ("High River") directly wrote 156,696 European-style put options (the "Put Options," and together with the Call Options, the "Options"), Icahn Partners LP ("Icahn Partners") directly wrote 225,571 Put Options, Icahn Partners Master Fund LP ("Icahn Master") directly wrote 268,226 Put Options, Icahn Partners Master Fund II LP ("Icahn Master II") directly wrote 96,413 Put Options, and Icahn Partners Master Fund III LP ("Icahn Master III") directly wrote 36,573 Put Options. The Call Options reference an aggregate of 783,479 shares of common stock of Take-Two Interactive Software, Inc. and have an exercise price of $5.25, and expire on December 16, 2011. The Put Options have an exercise price of $5.25, reference an aggregate of 783,479 underlying Shares and expire on December 16, 2011. The Put Options provide that they settle in cash. CARL C. ICAHN 2009-12-24 BARBERRY CORP. 2009-12-24 HOPPER INVESTMENTS LLC 2009-12-24 ICAHN PARTNERS LP 2009-12-24 ICAHN PARTNERS MASTER FUND LP 2009-12-24 ICAHN PARTNERS MASTER FUND II LP 2009-12-24 ICAHN PARTNERS MASTER FUND III LP 2009-12-24 BECKTON CORP. 2009-12-24 ICAHN ENTERPRISES G.P INC. 2009-12-24 HIGH RIVER LIMITED PARTNERSHIP 2009-12-24