SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Activision Blizzard, Inc. [ ATVI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 11/13/2015 | A | 70,000(1) | A | $0 | 319,998 | D | |||
| Common Stock, par value $0.000001 per share | 11/13/2015 | F(2) | 12,176 | D | $34.59 | 307,822 | D | |||
| Common Stock, par value $0.000001 per share | 11/13/2015 | G(3) | 11,158 | D | $0 | 296,664 | D | |||
| Common Stock, par value $0.000001 per share | 11/13/2015 | G(3) | 11,158 | A | $0 | 261,434 | I | See footnote(4) | ||
| Common Stock, par value $0.000001 per share | 11/14/2015 | F(5) | 12,176 | D | $34.59 | 284,488 | D | |||
| Common Stock, par value $0.000001 per share | 11/14/2015 | G(3) | 11,157 | D | $0 | 273,331(6) | D | |||
| Common Stock, par value $0.000001 per share | 11/14/2015 | G(3) | 11,157 | A | $0 | 272,591(7) | I | See footnote(4) | ||
| Common Stock, par value $0.000001 per share | 11/13/2015 | A | 2,385(8) | A | $0 | 22,829(9) | I | Securites held by Mr. Morhaime's wife | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | $34.59 | 11/13/2015 | A | 200,000 | (10) | 11/13/2025 | Common Stock, par value $0.000001 per share | 200,000 | $0 | 200,000 | D | ||||
| Employee Stock Options | $34.59 | 11/13/2015 | A | 4,313 | (11) | 11/13/2025 | Common Stock, par value $0.000001 per share | 4,313 | $0 | 4,313 | I | Securites held by Mr. Morhaime's wife | |||
| Explanation of Responses: |
| 1. This grant was for 70,000 restricted stock units, each representing the right to receive one share of the Company's common stock, one-third of which vest on each of November 12, 2016, 2017 and 2018. |
| 2. On November 13, 2015, 23,334 restricted stock units held by Mr. Morhaime vested. Pursuant to the terms of his restricted stock unit award agreement, the Company withheld 12,176 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. These securities are held by the Michael Morhaime Revocable Trust. |
| 5. On November 14, 2015, 23,333 restricted stock units held by Mr. Morhaime vested. Pursuant to the terms of his restricted stock unit award agreement, the Company withheld 12,176 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation. |
| 6. Following the transactions reported on this Form 4, Mr. Morhaime directly held 273,331 restricted stock units, each representing the right to receive one share of the Company's common stock. |
| 7. Following the transactions reported on this Form 4, Mr. Morhaime indirectly held (through the Michael Morhaime Revocable Trust) 272,591 shares of the Company's common stock. |
| 8. This grant was for 2,385 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 1,908 shares of the Company's common stock. The restricted stock units vest on March 15, 2019, based upon the level of performance measured by reference to the Company's operating income for 2016, 2017 and 2018. |
| 9. Mr. Morhaime indirectly holds, through his wife, (a) 9,656 shares of the Company's common stock and (b) 13,173 restricted stock units, each representing the right to receive one share of the Company's common stock, 8,038 of which have performance-based vesting. |
| 10. One-third of these options vest on each of November 12, 2016, 2017 and 2018. |
| 11. One-third of these options vest on each of November 13, 2016, 2017 and 2018. |
| Remarks: |
| /s/ Michael Morhaime | 11/17/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||