Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 11/09/2016 20:09:46)
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 *

Walther Christopher B
2. Issuer Name and Ticker or Trading Symbol

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

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

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

11/7/2016
(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   11/7/2016     A    142979   (1) A $0   172168   I   See footnote   (3)
Common Stock, par value $0.000001 per share   11/7/2016     A    19014   (2) A $0   191182   (4) I   See footnote   (3)

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
Employee Stock Options   $41.09   11/7/2016     A      180122         (5) 11/7/2026   Common Stock, par value $0.000001 per share   180122   $0   180122   I   (6) See footnote.   (3)

Explanation of Responses:
( 1)  This grant was for 142,979 performance-vesting restricted stock units, 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 114,383 shares of the Company's common stock. One-quarter of the restricted stock units vest on each of March 14, 2018, 2019, 2020 and 2021, in each case based upon the level of performance measured by reference to the Company's operating income for the prior year. Mr. Walther transferred these securities to the Walther-Stockton 2013 Family Trust immediately after grant.
( 2)  This grant was for 19,014 performance-vesting restricted stock units, 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 15,211 shares of the Company's common stock. The restricted stock units vest in full on March 31, 2020, based upon the level of performance measured by reference to the Company's cumulative operating income for 2017, 2018 and 2019. Mr. Walther transferred these securities to the Walther-Stockton 2013 Family Trust immediately after grant.
( 3)  These securities are held by the Walther-Stockton 2013 Family Trust.
( 4)  Following the transaction reported on this Form 4, Mr. Walther held, indirectly through the Walther-Stockton 2013 Family Trust, (A) 161,993 restricted stock units with vesting tied to performance, each representing the right to receive one share of the Company's common stock, and (B) 29,189 shares of the Company's common stock.
( 5)  Three-fourths of these options will vest on March 14, 2020 and one-fourth will vest on March 14, 2021.
( 6)  Mr. Walther transferred these securities to the Walther-Stockton 2013 Family Trust immediately after grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Walther Christopher B
C/O ACTIVISION BLIZZARD, INC.
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CA 90405


Chief Legal Officer

Signatures
Chris B. Walther 11/9/2016
** Signature of Reporting Person Date


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