FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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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
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer
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C/O ACTIVISION BLIZZARD, INC., 3100 OCEAN PARK BOULEVARD |
3. Date of Earliest Transaction (Month/Day/Year) 09/09/2020 |
SANTA MONICA, CA 90405 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 09/09/2020 |
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| 226,159 (1) | A |
$
0
| 3,965,556 (2) | D |
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Common Stock, par value $0.000001 per share |
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| 1 | I | By ASAC II LLC (3) |
Common Stock, par value $0.000001 per share |
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| 4,800 | I | By UTMAs for the benefit of minor children (4) |
Common Stock, par value $0.000001 per share |
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| 48,042 | I | By GRATs (5) |
Common Stock, par value $0.000001 per share |
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| 2 | I | By Delmonte Investments, LLC (6) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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 (Month/Day/Year)
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7. Title and Amount of Underlying Securities (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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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
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Chief Executive Officer |
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Signatures
/s/ Robert A. Kotick | |
09/11/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | This grant of performance-vesting restricted stock units, representing the right to receive shares of the Company's common stock, was awarded by the Compensation Committee of the Company's Board of Directors on 09/09/20, as contemplated by the reporting person's five-year employment agreement with the Company dated 10/01/16, which was filed as an exhibit to the Company's Form 8-K dated 11/25/16. The number of shares reported assumes target performance over the four-year performance period; the actual number of shares that may be earned is based on the cumulative annual growth rate of the Company's total shareholder return over a four-year performance period from 01/01/17 through 12/31/20, and may range from 0 shares to 1,130,795 shares of the Company's common stock. Any shares earned over the four-year performance period will vest on 03/01/21, based on the actual level of performance achieved, subject to the reporting person's continued employment through that date. |
(2) | Following the transactions reported on this Form 4 (including the distribution referred to in note 5 below), the reporting person held 2,354,236 shares of the Company's common stock. The reporting person also held 1,611,320 performance-vesting restricted stock units, each representing the right to receive shares of the Company's common stock. The actual number of aggregate shares earned in connection with the performance-vesting restricted stock units will depend on actual performance and will range from 0 to 2,515,956 shares of the Company's common stock. The number of performance-vesting restricted stock units assumes, as previously disclosed, maximum performance for previous grants and, as will be the case with respect to the reporting person's future grants, assumes target performance for the 09/09/20 grant. |
(3) | 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. |
(4) | Reflects the fact that the reporting person no longer has a reportable beneficial interest in 2,400 shares of the Company's common stock owned by the reporting person's adult child that were included in the reporting person's prior beneficial ownership reports. 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. |
(5) | 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. Reflects the distribution of 41,576 shares of the Company's common stock from the reporting person's grantor retained annuity trusts to the reporting person on March 2, 2020. |
(6) | Reflects shares of the Company's common stock indirectly beneficially owned through Delmonte Investments, LLC, of which the reporting person is a member and manager. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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