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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2017

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	03/31/2017		S		2,400(1)	D	$49.905	7,200	I	By UTMAs for the benefit of minor children(2)
Common Stock, par value $0.000001 per share	05/18/2017		G	V	3,262,153(3)	D	$0	0	I	By ASAC 427 LLC(4)
Common Stock, par value $0.000001 per share	05/19/2017		G	V	360,360(5)	D	$0	3,711,468	D
Common Stock, par value $0.000001 per share	06/20/2017		G	V	100,000(6)	D	$0	3,611,468	D
Common Stock, par value $0.000001 per share	08/07/2017		A		439,930(7)(8)	A	$0	4,051,398	D
Common Stock, par value $0.000001 per share	08/07/2017		A		143,976(9)	A	$0	4,195,374(10)	D
Common Stock, par value $0.000001 per share								1	I	By ASAC II LLC(11)
Common Stock, par value $0.000001 per share								3,110,590(12)	I	See footnote(13)

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	$62.51	08/07/2017		A		190,712		12/31/2021(8)	08/07/2027	Common Stock, par value $0.000001 per share	190,712	$0	190,712	D

Explanation of Responses:

1. Represents a sale of shares by a UTMA for the benefit of Mr. Kotick's child.

2. 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.

3. Represents the distribution of shares on May 18, 2017 from ASAC 427 LLC, a limited liability company managed by the reporting person, to the 115190D Trust.

4. 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.

5. Represents a charitable gift/transfer of shares of the Company's common stock to a 501(c)(3) organization.

6. Represents a charitable gift/transfer of shares of the Company's common stock to a 501(c)(3) organization.

7. This grant was for 439,930 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 175,972 shares of the Company's common stock. These performance-vesting restricted stock units will vest on March 15, 2021 based upon the level of performance measured by reference to the Company's cumulative operating income for 2018, 2019 and 2020, and further subject to an initial performance objective based on the Company's cumulative earnings per share for the second half of 2017 and 2018 being met.

8. This award is subject to immediate vesting if the terms set forth in Section 12 of Mr. Kotick's employment agreement with the Company, dated as of November 22, 2016 and effective as of October 1, 2016, and filed as an exhibit to the Form 8-K filed by the Company on November 25, 2016, are met.

9. This grant was for 143,976 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 71,988 shares of the Company's common stock. These performance-vesting restricted stock units vest on March 15, 2021, 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, 2020.

10. Following the transactions reported on this Form 4, the reporting person directly held (a) 2,098,151 shares of the Company's common stock and (b) 2,097,223 restricted stock units with vesting tied to performance, each representing the right to receive one share of the Company's common stock. Includes 1,761,562 shares received in a distribution of 6,524,305 shares of the Company's common stock by ASAC 427 LLC, a limited liability company managed by the reporting person, to its members on May 18, 2017.

11. 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.

12. Includes 1,500,590 shares received in a distribution of 6,524,305 shares of the Company's common stock by ASAC 427 LLC, a limited liability company managed by the reporting person, to its members on May 18, 2017.

13. 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.

Remarks:

	/s/ Robert A. Kotick	08/09/2017
	** Signature of Reporting Person	Date
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