Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 4, Received: 06/09/2016 19:34:36)
FORM 4
[ X ] 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 *

ASAC II LP
2. Issuer Name and Ticker or Trading Symbol

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

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

C/O NORTHERN TRUST PRIVATE EQUITY ADMIN., DEPARTMENT 2008, 801 SOUTH CANAL
3. Date of Earliest Transaction (MM/DD/YYYY)

6/8/2016
(Street)

CHICAGO, IL 60607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   6/8/2016     J (1)    140936582   D $0.00   (2) 31031460   D    

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)  ASAC II LP distributed 140,936,582 shares of Common Stock to limited partners in accordance with the Second Amended and Restated Limited Partnership Agreement of ASAC II LP, dated June 2, 2016 (the "Second Amended LPA").
( 2)  The shares of Common Stock distributed to the limited partners were distributed in accordance with the waterfall in the Second Amended LPA based on the average closing price over the 15 trading days immediately preceding the distribution date, which equaled $38.42.

Remarks:
ASAC II LLC is the general partner of ASAC II LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ASAC II LP
C/O NORTHERN TRUST PRIVATE EQUITY ADMIN.
DEPARTMENT 2008, 801 SOUTH CANAL
CHICAGO, IL 60607

X

ASAC II LLC
C/O NORTHERN TRUST PRIVATE EQUITY ADMIN.
DEPARTMENT 2008, 801 SOUTH CANAL
CHICAGO, IL 60607

X


Signatures
/s/ Brian G. Kelly, ASAC II LP, by Brian G. Kelly, Manager of ASAC II LLC, its general partner 6/9/2016
** Signature of Reporting Person Date

/s/ Robert A. Kotick, ASAC II LLC, by Robert A. Kotick, Manager 6/9/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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