Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 08/09/2017 21:35:43)
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 *

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)
Chief Executive Officer
(Last)          (First)          (Middle)

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

3/31/2017
(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   3/31/2017     S    2400   (1) D $49.905   7200   I   By UTMAs for the benefit of minor children   (2)
Common Stock, par value $0.000001 per share   5/18/2017     G   V 3262153   (3) D $0   0   I   By ASAC 427 LLC   (4)
Common Stock, par value $0.000001 per share   5/19/2017     G   V 360360   (5) D $0   3711468   D  
 
Common Stock, par value $0.000001 per share   6/20/2017     G   V 100000   (6) D $0   3611468   D  
 
Common Stock, par value $0.000001 per share   8/7/2017     A    439930   (7) (8) A $0   4051398   D  
 
Common Stock, par value $0.000001 per share   8/7/2017     A    143976   (9) A $0   4195374   (10) D  
 
Common Stock, par value $0.000001 per share                  1   I   By ASAC II LLC   (11)
Common Stock, par value $0.000001 per share                  3110590   (12) I   See footnote   (13)

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   $62.51   8/7/2017     A      190712       12/31/2021   (8) 8/7/2027   Common Stock, par value $0.000001 per share   190712   $0   190712   D  
 

Explanation of Responses:
(1)  Represents a sale of shares by a UTMA for the benefit of Mr. Kotick's child.
(2)  The reporting person disclaims beneficial ownership of the Company's common stock held by these UTMAs except to the extent of his pecuniary interest therein.
(3)  Represents the distribution of shares on May 18, 2017 from ASAC 427 LLC, a limited liability company managed by the reporting person, to the 115190D Trust.
(4)  The reporting person disclaims beneficial ownership of the Company's common stock held by ASAC 427 LLC except to the extent of his pecuniary interest therein.
(5)  Represents a charitable gift/transfer of shares of the Company's common stock to a 501(c)(3) organization.
(6)  Represents a charitable gift/transfer of shares of the Company's common stock to a 501(c)(3) organization.
(7)  This grant was for 439,930 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. The number reported assumes maximum performance; target performance would result in the release of 175,972 shares of the Company's common stock. These performance-vesting restricted stock units will vest on March 15, 2021 based upon the level of performance measured by reference to the Company's cumulative operating income for 2018, 2019 and 2020, and further subject to an initial performance objective based on the Company's cumulative earnings per share for the second half of 2017 and 2018 being met.
(8)  This award is subject to immediate vesting if the terms set forth in Section 12 of Mr. Kotick's employment agreement with the Company, dated as of November 22, 2016 and effective as of October 1, 2016, and filed as an exhibit to the Form 8-K filed by the Company on November 25, 2016, are met.
(9)  This grant was for 143,976 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. The number reported assumes maximum performance; target performance would result in the release of 71,988 shares of the Company's common stock. These performance-vesting restricted stock units vest on March 15, 2021, based upon the level of performance measured by reference to the Company's relative total shareholder return during a performance period from the grant date through December 31, 2020.
(10)  Following the transactions reported on this Form 4, the reporting person directly held (a) 2,098,151 shares of the Company's common stock and (b) 2,097,223 restricted stock units with vesting tied to performance, each representing the right to receive one share of the Company's common stock. Includes 1,761,562 shares received in a distribution of 6,524,305 shares of the Company's common stock by ASAC 427 LLC, a limited liability company managed by the reporting person, to its members on May 18, 2017.
(11)  The reporting person and Brian G. Kelly are the managers of ASAC II LLC. The reporting person disclaims beneficial ownership of the Company's common stock held by ASAC II LLC except to the extent of his pecuniary interest therein.
(12)  Includes 1,500,590 shares received in a distribution of 6,524,305 shares of the Company's common stock by ASAC 427 LLC, a limited liability company managed by the reporting person, to its members on May 18, 2017.
(13)  These shares are held by grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is the trustee.

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
Chief Executive Officer

Signatures
/s/ Robert A. Kotick 8/9/2017
** Signature of Reporting Person Date


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