Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 03/19/2012 17:24:58)
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KOTICK ROBERT A
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
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

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

3/15/2012
(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   (1) 3/15/2012     A    2061006   A $ 0   4967829   D  
 
Common Stock, par value $0.000001 per share   (2) 3/15/2012     A    4122012   A $ 0   9089841   (3) D  
 
Common Stock, par value $0.000001 per share                  9600   I   by UTMAs for the benefit of minor children  

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)  This represents restricted stock units, each representing the right to receive one share of the Company's common stock. If, and only if, the Company's non-GAAP gross profit (as defined in the RSU award agreement) for 2012 is greater than or equal to $500 million, on March 15, 2013 the RSUs will immediately vest with respect to 20-sixtieths of the award (representing the twenty month-long vesting tranches between August 1, 2011 and March 1, 2013) and thereafter one-sixtieth of the award will vest on the first day of each month, with the exception of the final tranche, which will vest on June 30, 2016. This grant of RSUs is expressly conditioned upon the approval of certain amendments to the Company's 2008 Incentive Plan by the Company's stockholders.
( 2)  This represents performance shares, each representing the right to receive one share of the Company's common stock. The number assumes maximum performance; target performance would result in a release of 2,061,006 shares of the Company's common stock. These awards vest in accordance with the award agreement between Mr. Kotick and the Company, dated as of March 15, 2012. Further, none of the performance shares for the performance period for 2011-2012 will vest unless the Company's non-GAAP gross profit (as defined in the performance share award agreement) for 2012 is greater than or equal to $500 million. This grant of performance shares is expressly conditioned upon the approval of certain amendments to the Company's 2008 Incentive Plan by the Company's stockholders.
( 3)  Following the transaction reported on this Form 4, Mr. Kotick directly held (a) 2,500,000 performance-based restricted shares of the Company's common stock, (b) 2,061,006 restricted stock units, each representing the right to receive a share of the Company's common stock, (c) 4,122,012 performance shares, each representing the right to receive a share of the Company's common stock, and (d) 406,823 shares of the Company's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KOTICK ROBERT A
C/O ACTIVISION BLIZZARD, INC.
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CA 90405
X
President & CEO

Signatures
/s/ Robert A. Kotick 3/19/2012
** Signature of Reporting Person Date


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