Activision Blizzard (ATVI) Form 4 Activision Blizzard / ROBERT A KOTICK 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^*

KOTICK ROBERT A

(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	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

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	02/10/2017		M(1)		262,998	A	$9.565	2,573,264	D
Common Stock, par value $0.000001 per share	02/10/2017		S(1)		262,998	D	$46.067(2)	2,310,266	D
Common Stock, par value $0.000001 per share	02/10/2017		M(1)		3,700,000	A	$13.29	6,010,266	D
Common Stock, par value $0.000001 per share	02/10/2017		S(1)		3,700,000	D	$45.5957(3)	2,310,266(4)	D
Common Stock, par value $0.000001 per share								1(5)	I	By ASAC II LLC(6)
Common Stock, par value $0.000001 per share								6,524,305(5)	I	By ASAC 427 LLC(7)
Common Stock, par value $0.000001 per share								1,610,000	I	See footnote(8)
Common Stock, par value $0.000001 per share								9,600	I	By UTMAs for the benefit of minor children

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	$9.565	02/10/2017		M(1)			262,998	(9)	06/15/2017	Common Stock, par value $0.000001 per share	262,998	$0	0	D
Employee Stock Options	$13.29	02/10/2017		M(1)			3,700,000	(10)	12/01/2017	Common Stock, par value $0.000001 per share	3,700,000	$0	0	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on September 15, 2016 by the 10122B Trust, a revocable living trust of which the reporting person is beneficiary and trustee, with respect to options which were granted to the reporting person in 2007 and were set to expire in 2017. After the payment of taxes and fees and the exercise price of the options, the net proceeds delivered to the 10122B Trust as a result of these transactions were approximately $61.7 million.

2. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $45.64 to $46.42 per share. The 10122B Trust has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.

3. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $45.01 to $46.64 per share. The 10122B Trust has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.

4. Following the transactions reported on this Form 4, the reporting person directly held (a) 796,949 shares of the Company's common stock and (b) 1,513,317 restricted stock units with vesting tied to performance, each representing the right to receive one share of the Company's common stock.

5. Reflects the pro rata distribution of 12,561,810 shares of the Company's common stock by ASAC II LLC to its members, ASAC TJKS LLC and ASAC 427 LLC, on February 10, 2017.

6. 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.

7. The reporting person disclaims beneficial ownership of the Company's common stock held by ASAC 427 LLC except to the extent of his pecuniary interest therein.

8. These shares are held by grantor retained annuity trusts for the benefit of the reporting persons's children, of which the reporting person is the trustee.

9. These options to purchase shares of the Company's common stock were exercisable in full as of June 15, 2009.

10. These options to purchase shares of the Company's common stock were exercisable in full as of December 1, 2012.

Remarks:

	/s/ Robert A. Kotick	02/14/2017
	** Signature of Reporting Person	Date
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