Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 11/08/2017 18:05:15)
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 *

Morhaime Michael
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)
Pres. & CEO-Blizzard Ent.
(Last)          (First)          (Middle)

C/O BLIZZARD ENTERTAINMENT, 16215 ALTON PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/6/2017
(Street)

IRVINE, CA 92618
(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   11/6/2017     A    20535   (1) A $0   306394   D  
 
Common Stock, par value $0.000001 per share   11/6/2017     F (2)    12823   D $60.87   293571   D  
 
Common Stock, par value $0.000001 per share   11/6/2017     G (3)    10511   D $0   283060   (4) D  
 
Common Stock, par value $0.000001 per share   11/6/2017     G (3)    10511   A $0   380332   (5) I   See footnote   (6)
Common Stock, par value $0.000001 per share   11/6/2017     A    895   (7) A $0   23438   (8) I   Securites held by Mr. Morhaime's wife  

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   $60.87   11/6/2017     A      1372         (9) 11/6/2027   Common Stock, par value $0.000001 per share   1372   $0   1372   I   Securites held by Mr. Morhaime's wife  

Explanation of Responses:
(1)  This grant was for 20,535 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 16,428 shares of the Company's common stock. The restricted stock units vest in full on March 30, 2021, based upon the level of performance measured by reference to the Company's cumulative operating income for 2018, 2019 and 2020.
(2)  On November 6, 2017, 23,334 restricted stock units held by Mr. Morhaime vested. Pursuant to the terms of his restricted stock unit award agreement, the Company withheld 12,823 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation.
(3)  Following the receipt thereof, Mr. Morhaime transferred the net shares he received in connection with the vesting of his restricted stock units to the Michael Morhaime Revocable Trust.
(4)  Following the transactions reported on this Form 4, Mr. Morhaime directly held (a) 166,395 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock, and (b) 116,665 time-vesting restricted stock units, each representing the right to receive one share of the Company's common stock.
(5)  Mr. Morhaime indirectly holds (through the Michael Morhaime Revocable Trust) 380,332 shares of the Company's common stock.
(6)  These securities are held by the Michael Morhaime Revocable Trust.
(7)  This grant was for 895 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 715 shares of the Company's common stock. The restricted stock units vest on March 30, 2021, based upon the level of performance measured by reference to the Company's operating income for 2018, 2019 and 2020.
(8)  Following the transactions reported on this form 4, Mr. Morhaime indirectly holds, through his wife, (a) 12,861 shares of the Company's common stock and (b) 10,577 performance-based vesting restricted stock units, each representing the right to receive one share of the Company's common stock.
(9)  One-third of these options vest on each of November 6, 2018, 2019 and 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Morhaime Michael
C/O BLIZZARD ENTERTAINMENT
16215 ALTON PARKWAY
IRVINE, CA 92618


Pres. & CEO-Blizzard Ent.

Signatures
/s/ Michael Morhaime 11/8/2017
** Signature of Reporting Person Date


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