Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: SC 13G, Received: 06/23/2016 06:03:34)

 

 

 

Securities and Exchange Commission

Washington, DC 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. _____)*

ACTIVISION BLIZZARD, INC.

 

(Name of Issuer)

COMMON STOCK, $0.000001 PAR VALUE

 

(Title of Class of Securities)

 

 

00507V109

 

(CUSIP Number)

 

 

June 13, 2016

 

(Date of Event Which Requires Filing this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o       Rule 13d-1(b)

x       Rule 13d-1(c)

o       Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

SCHEDULE 13G

  CUSIP No. 00507V109 Page 2 of 5 Pages
1.

Name of Reporting Persons

 

THL A19 Limited

 

2. Check the Appropriate Box if a Member of a Group (a) o
(b)  o
3. SEC Use Only
4.

Citizenship or Place of Organization

 

British Virgin Islands

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5.

Sole Voting Power

 

0 shares

 

6.

Shared Voting Power

 

37,084,743 shares

 

7.

Sole Dispositive Power

 

0 shares

 

8.

Shared Dispositive Power

 

37,084,743 shares

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

37,084,743 shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares        ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

5.023%      (Based on 738,227,641 shares of Common Stock outstanding as of June 17, 2016)

 

12.

Type of Reporting Person

 

CO

         

 

 
 

SCHEDULE 13G

  CUSIP No. 00507V109 Page 3 of 5 Pages
1.

Name of Reporting Persons

 

Tencent Holdings Limited

 

2. Check the Appropriate Box if a Member of a Group (a) o
(b) o
3. SEC Use Only
4.

Citizenship or Place of Organization

 

Cayman Islands

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5.

Sole Voting Power

 

0 shares

 

6.

Shared Voting Power

 

37,084,743 shares

 

7.

Sole Dispositive Power

 

0 shares

 

8.

Shared Dispositive Power

 

37,084,743 shares

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

37,084,743 shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares        ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

5.023%      (Based on 738,227,641 shares of Common Stock outstanding as of June 17, 2016)

 

12.

Type of Reporting Person

 

CO

         

 

 
 

SCHEDULE 13G

CUSIP No. 00507V109 Page 4 of 5 Pages

Item 1(a).      Name of Issuer:

ACTIVISION BLIZZARD, INC.

Item 1(b).      Address of Issuer’s Principal Executive Offices:

3100 Ocean Park Boulevard, Santa Monica, California 90405

Item 2(a).      Names of Persons Filing:

THL A19 Limited

Tencent Holdings Limited

Item 2(b).      Address of Principal Business Office or, if None, Residence:

For both THL A19 Limited and Tencent Holdings Limited:

Level 29, Three Pacific Place
1 Queen’s Road East
Wanchai, Hong Kong

Item 2(c).      Citizenship:

THL A19 Limited: British Virgin Islands
Tencent Holdings Limited: Cayman Islands

Item 2(d).      Title of Class of Securities:

Common Stock

Item 2(e).      CUSIP Number:

00507V109

Item 3.      If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person is a:

  (a) ¨ Broker or Dealer registered under Section 15 of the Exchange Act.
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act.
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act.
  (e) ¨ Investment Adviser, in accordance with Rule 13d-1(b)(1)(ii)(E).
  (f) ¨ An employee benefit plan or endowment fund, in accordance with Rule 13d-1(b)(1)(ii)(F).
  (g) ¨ Parent Holding Company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G).
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (i) ¨ A church plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act of 1940.
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

Item 4.      Ownership:

Items 5 through 9 and 11 on each of pages 2 through 3 is incorporated herein by reference.

Item 5.      Ownership of Five Percent or Less of a Class.

Not applicable.

 

 
 

SCHEDULE 13G

CUSIP No. 00507V109 Page 5 of 5 Pages

 

Item 6.      Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.      Identification and Classification of Members of the Group.

Not applicable.

Item 9.      Notice of Dissolution of Group.

Not applicable.

Item 10.      Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 22nd, 2016

  THL A19 Limited
     
     
  By:    /s/ James Mitchell
    Name: James Mitchell
    Title:  Authorized Representative
     
  Tencent Holdings Limited
     
     
  By: /s/ James Mitchell
    Name: James Mitchell
    Title:  Authorized Representative

 

 
 

LIST OF EXHIBITS

 

Exhibit No.    Description
   
A Joint Filing Agreement

 

 
 

Exhibit A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

 

  Signed
   
   
  /s/ James Mitchell
 

THL A19 Limited

   
   
   
  /s/ James Mitchell
 

Tencent Holdings Limited