Statement of Changes in Beneficial Ownership (4)
August 14 2019 - 7:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
KOTICK ROBERT A
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2. Issuer Name
and
Ticker or Trading Symbol
Activision Blizzard, Inc.
[
ATVI
]
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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
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(Last)
(First)
(Middle)
C/O ACTIVISION BLIZZARD, INC., 3100 OCEAN PARK BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2019
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(Street)
SANTA MONICA, CA 90405
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.000001 per share
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8/12/2019
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A
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265505
(1)
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A
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$0
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3564841
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D
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Common Stock, par value $0.000001 per share
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8/12/2019
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A
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133080
(2)
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A
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$0
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3697921
(3)
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D
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Common Stock, par value $0.000001 per share
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1
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I
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By ASAC II LLC
(4)
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Common Stock, par value $0.000001 per share
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7200
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I
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By UTMAs for the benefit of minor children
(5)
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Common Stock, par value $0.000001 per share
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221288
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I
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By GRATs
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options
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$47.08
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8/12/2019
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A
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1086109
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12/31/2023
(7)
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8/12/2029
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Common Stock, par value $0.000001 per share
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1086109.0
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$0
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1086109
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D
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Explanation of Responses:
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(1)
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This grant was for 265,505 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 106,202 shares of the Company's common stock. These performance-vesting restricted stock units will vest on March 31, 2022, based upon the level of performance measured by reference to the Company's cumulative earnings per share for the relevant measurement period. This award is subject to immediate vesting if the terms set forth in Section 12 of Mr. Kotick's employment agreement with the Company, which is filed as an exhibit to the Form 8-K filed by the Company on November 25, 2016, are met.
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(2)
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This grant was for 133,080 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 53,232 shares of the Company's common stock. These performance-vesting restricted stock units vest on March 31, 2023, 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, 2022. This award is subject to immediate vesting if the terms set forth in Section 12 of Mr. Kotick's employment agreement with the Company, which is filed as an exhibit to the Form 8-K filed by the Company on November 25, 2016, are met.
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(3)
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Following the transactions reported on this Form 4, the reporting person directly held (a) 2,312,760 shares of the Company's common stock and (b) 1,385,161 restricted stock units with vesting tied to performance, each representing the right to receive one share of the Company's common stock.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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This award is subject to immediate vesting if the terms set forth in Section 12 of Mr. Kotick's employment agreement with the Company, which is filed as an exhibit to the Form 8-K filed by the Company on November 25, 2016, are met.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KOTICK ROBERT A
C/O ACTIVISION BLIZZARD, INC.
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CA 90405
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X
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Chief Executive Officer
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Signatures
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/s/ Robert A. Kotick
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8/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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