SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Take-Two Interactive Software, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
874054109
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,042,709
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,042,709
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,042,709
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,042,709
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,042,709
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,042,709
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,336,248
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,336,248
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,336,248
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.01%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,353,896
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,353,896
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.63%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
512,118
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
512,118
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,202,262
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,202,262
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,202,262
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.25%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,968,581
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,968,581
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,968,581
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,968,581
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,968,581
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,968,581
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,170,843
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,170,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,170,843
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,170,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,170,843
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,170,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,170,843
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,170,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,170,843
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,170,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 874054109
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
10,213,552
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,213,552
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,213,552
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.28%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
December 17, 2009, as amended, by the Reporting Persons (the "Schedule 13D")
with respect to the shares of Common Stock, par value $0.01 (the "Shares")
issued by Take-Two Interactive Software, Inc. (the "Issuer") is hereby amended
to furnish the additional information set forth herein. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
The Reporting Persons hold, in the aggregate, 10,213,552 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was $84.5 million (including commissions and premiums for the
options to purchase Shares). The source of funding for the purchase of these
Shares was the general working capital of the respective purchasers. The Shares
are held by the Reporting Persons in margin accounts together with other
securities. Such margin accounts may from time to time have debit balances. Part
of the purchase price of the Shares purchased by the Reporting Persons was
obtained through margin borrowing. The Shares purchased by the Reporting Persons
are maintained in margin accounts that include positions in securities in
addition to Shares. As of the close of business on January 27, 2010, the
indebtedness of (i) High River's margin account was approximately $369.3
million, (ii) Icahn Partners' margin account was approximately $2.3 million,
(iii) Icahn Master's margin account was approximately $61.2 million, (iv) Icahn
Master II's margin account was zero, and (v) Icahn Master III's margin account
was zero.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 10,213,552 Shares, representing approximately 12.28% of the Issuer's
outstanding Shares (based upon the 83,187,187 Shares stated to be outstanding as
of December 15, 2009 by the Issuer in the Issuer's Form 10-K filed with the
Securities and Exchange Commission on December 18, 2009).
(b) High River has sole voting power and sole dispositive power with regard
to 2,042,709 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn Master has
sole voting power and sole dispositive power with regard to 3,336,248 Shares.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 1,353,896 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 512,118 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Partners has sole voting power and sole dispositive power with
regard to 2,968,581 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time, on
January 28, 2010. Except as otherwise noted below, all such transactions were
purchases of Shares effected in the open market, and the table includes
commissions paid in per share prices.
Name of Purchase Price Per
Reporting Date of No. of Shares Share (U.S.$)/
Person Transaction Purchased Exercise Price
--------- ----------- ------------- ------------------
High River 12/7/2009 280,000 7.98
High River 12/8/2009 347,660 7.92
High River 12/9/2009 166,040 7.84
High River 12/10/2009 170,000 7.81
High River 12/11/2009 80,000 7.79
High River 12/14/2009 22,964 7.84
High River 12/15/2009 320 7.86
High River 12/16/2009 31,154 7.96
High River 12/17/2009 75,0000 8.18
High River 12/17/2009 156,696 (1) 5.25 (2)
High River 1/26/2010 99,012 9.21
High River 1/27/2010 31,002 9.24
High River 1/27/2010 20,000 9.21
High River 1/28/2010 36,000 9.21
High River 1/28/2010 25,000 9.21
Icahn Partners 12/7/2009 424,410 7.98
Icahn Partners 12/8/2009 500,474 7.92
Icahn Partners 12/9/2009 239,021 7.84
Icahn Partners 12/10/2009 244,724 7.81
Icahn Partners 12/11/2009 115,164 7.79
Icahn Partners 12/14/2009 33,058 7.84
Icahn Partners 12/15/2009 462 7.86
Icahn Partners 12/16/2009 44,849 7.96
Icahn Partners 12/17/2009 107,965 8.18
Icahn Partners 12/17/2009 225,571 (1) 5.25 (2)
Icahn Partners 1/26/2010 168,998 9.21
Icahn Partners 1/27/2010 45,054 9.24
Icahn Partners 1/27/2010 29,064 9.21
Icahn Partners 1/28/2010 52,318 9.21
Ichan Partners 1/28/2010 36,332 9.21
Icahn Master 12/7/2009 469,032 7.98
Icahn Master 12/8/2009 595,113 7.92
Icahn Master 12/9/2009 284,222 7.84
Icahn Master 12/10/2009 291,000 7.81
Icahn Master 12/11/2009 136,941 7.79
Icahn Master 12/14/2009 39,310 7.84
Icahn Master 12/15/2009 547 7.86
Icahn Master 12/16/2009 53,329 7.96
Icahn Master 12/17/2009 128,383 8.18
Icahn Master 12/17/2009 268,226 (1) 5.25 (2)
Icahn Master 1/26/2010 17,885 9.21
Icahn Master 1/27/2010 50,636 9.24
Icahn Master 1/27/2010 32,666 9.21
Icahn Master 1/28/2010 58,797 9.21
Icahn Master 1/28/2010 40,830 9.21
Icahn Master II 12/7/2009 165,713 7.98
Icahn Master II 12/8/2009 213,909 7.92
Icahn Master II 12/9/2009 102,163 7.84
Icahn Master II 12/10/2009 104,599 7.81
Icahn Master II 12/11/2009 49,222 7.79
Icahn Master II 12/14/2009 14,130 7.84
Icahn Master II 12/15/2009 197 7.86
Icahn Master II 12/16/2009 19,169 7.96
Icahn Master II 12/17/2009 46,146 8.18
Icahn Master II 12/17/2009 96,413 (1) 5.25 (2)
Icahn Master II 1/26/2010 152,645 9.21
Icahn Master II 1/27/2010 20,548 9.24
Icahn Master II 1/27/2010 13,256 9.21
Icahn Master II 1/28/2010 23,860 9.21
Icahn Master II 1/28/2010 16,570 9.21
Icahn Master III 12/7/2009 60,845 7.98
Icahn Master III 12/8/2009 81,144 7.92
Icahn Master III 12/9/2009 38,754 7.84
Icahn Master III 12/10/2009 39,677 7.81
Icahn Master III 12/11/2009 18,673 7.79
Icahn Master III 12/14/2009 5,360 7.84
Icahn Master III 12/15/2009 74 7.86
Icahn Master III 12/16/2009 7,271 7.96
Icahn Master III 12/17/2009 17,506 8.18
Icahn Master III 12/17/2009 36,573 5.25 (2)
Icahn Master III 1/26/2010 56,521 9.21
Icahn Master III 1/27/2010 7,772 9.24
Icahn Master III 1/27/2010 5,014 9.21
Icahn Master III 1/28/2010 9,025 9.21
Icahn Master III 1/28/2010 6,268 9.21
_________________________
(1) Shares underlying American-style call options purchased by the applicable
Reporting Person, which expire on December 16, 2011. All such call options
were exercised by the applicable Reporting Person on January 21, 2010.
(2) Per share exercise price of call options purchased by the Reporting
Persons. Exercise price will be adjusted to account for any dividends or
other distributions declared by the Issuer prior to exercise of the
options. The premium for such call options was approximately 35% of the
market price.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 28, 2010
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 2 -
Take-Two Interactive Software, Inc.]