Activision Blizzard (ATVI) Form 4 Activision Blizzard / BRIAN G KELLY ownership change

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^*

KELLY BRIAN G

(Last) (First) (Middle)

C/O ACTIVISION BLIZZARD, INC.

3100 OCEAN PARK BOULEVARD

(Street)

SANTA MONICA CA 90405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Activision Blizzard, Inc. [ ATVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. 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	08/06/2015		A		41,797(1)	A	$0	1,355,501(2)	D
Common Stock, par value $0.000001 per share								591,159(3)	I	See footnote(4)
Common Stock, par value $0.000001 per share								171,968,042	I	By ASAC II LP(5)
Common Stock, par value $0.000001 per share								472,865	I	By the Kelly Family 2006 Irrevocable Trust

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)	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	$28.71	08/06/2015		A		80,676		07/28/2016(6)	08/06/2025	Common Stock, par value $0.000001 per share	80,676	$0	80,676	D

Explanation of Responses:

1. This represents restricted stock units, each representing the right to receive one share of the Company's common stock, which will vest in full on July 28, 2016, if, and only if, the Company's earning per share objective for 2015, which was established by the Board of Directors in February 2015 and adopted by the Compensation Committee in March 2015, is met or exceeded.

2. Following the transactions reported on this Form 4, Mr. Kelly directly owns (a) 577,472 shares of the Company's common stock, (b) 736,232 performance shares, each representing the right to receive one share of the Company's common stock, and (c) 41,797 performance-vesting restricted share units, each representing the right to receive one share of the Company's common stock.

3. Mr. Kelly indirectly holds, through a grantor retained annuity trust of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, (a) 396,624 shares of the Company's common stock and (b) 194,535 restricted share units, each representing the right to receive a share of the Company's common stock.

4. These securities are held by a grantor retained annuity trust, of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee.

5. ASAC II LLC is the general partner of ASAC II LP. Robert A. Kotick and Mr. Kelly are the managers of ASAC II LLC. Mr. Kelly disclaims beneficial ownership of the Company's common stock held by ASAC II LP except to the extent of his pecuniary interest therein.

6. These options will vest if, and only if, the Company's earning per share objective for 2015, which was established by the Board of Directors in February 2015 and adopted by the Compensation Committee in March 2015, is met or exceeded.

Remarks:

	/s/ Brian G. Kelly	08/10/2015
	** 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).
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