Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 08/01/2016 20:13:16)
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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KELLY BRIAN G
2. Issuer Name and Ticker or Trading Symbol

Activision Blizzard, Inc. [ ATVI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ACTIVISION BLIZZARD, INC., 3100 OCEAN PARK BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/28/2016
(Street)

SANTA MONICA, CA 90405
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.000001 per share   7/28/2016     F (1)    23332   D $40.27   679856   (2) D    
Common Stock, par value $0.000001 per share                  31031460   I   See Footnote   (3)
Common Stock, par value $0.000001 per share                  472865   I   By the Kelly Family 2006 Irrevocable Trust  
Common Stock, par value $0.000001 per share                  486333   (4) I   See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  On July 28, 2016, 41,797 performance-vesting restricted share units held by Mr. Kelly vested. As allowed under the terms of Mr. Kelly's restricted share unit agreement, the Company withheld 23,332 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation.
( 2)  Following the transaction reported on this Form 4, Mr. Kelly holds, 679,856 shares of the Company's common stock.
( 3)  Consists of 13,048,611 shares held by ASAC II LP and 17,982,849 held by ASAC II LLC following the distribution thereof by ASAC II LP to ASAC II LLC on July 7, 2016. ASAC II LLC is the general partner of ASAC II LP. Robert A. Kotick and Mr. Kelly are the managers of ASAC II LLC. Mr. Kelly disclaims beneficial ownership of the Company's common stock held by ASAC II LP and ASAC II LLC, except, in each case, to the extent of his pecuniary interest therein.
( 4)  Mr. Kelly indirectly holds, through a grantor retained annuity trust of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, 486,333 shares of the Company's common stock.
( 5)  These securities are held by a grantor retained annuity trust, of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KELLY BRIAN G
C/O ACTIVISION BLIZZARD, INC.
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CA 90405
X



Signatures
/s/ Brian G. Kelly 8/1/2016
** Signature of Reporting Person Date


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