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) 05/07/2020 | ||||||||||||||||||||||||||
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 | 05/07/2020 | A | 109,440(1) | A | $0 | 109,440 | D | |||
Common Stock, par value $0.000001 per share | 05/07/2020 | A | 239,398(2) | A | $0 | 348,838 | D | |||
Common Stock, par value $0.000001 per share | 05/07/2020 | A | 41,040(3) | A | $0 | 389,878 | D | |||
Common Stock, par value $0.000001 per share | 05/07/2020 | A | 41,040(4) | A | $0 | 430,918(5) | D |
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 | $73.1 | 05/07/2020 | A | 206,818 | (6) | 05/07/2030 | Common Stock, par value $0.000001 per share | 206,818 | $0 | 206,818 | D |
Explanation of Responses: |
1. This grant was for 109,440 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 54,720 shares of the Company's common stock. One-third of which will vest on each of March 30, 2021, 2022 and 2023, in each case based upon the level of achievement of the earnings per share objective for the Company set forth in its annual operating plan for the prior year. |
2. This grant was for 239,398 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 95,759 shares of the Company's common stock. One-third of which will vest on each of March 30, 2021, 2022 and 2023, in each case based upon the level of achievement of the operating income objective for the Company set forth in its annual operating plan for the prior year. |
3. This grant was for 41,040 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 27,360 shares of the Company's common stock. One-half of which will vest on each of March 30, 2022 and 2023, in each case by reference to the difference between our cumulative total shareholder return and the rate of return of the S&P Total Return Index for a specified period. |
4. This grant was for 41,040 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. These performance-vesting restricted stock units will vest on January 15, 2021 in accordance with Mr. Alegre's employment agreement with the Company dated March 9, 2020 and effective April 7, 2020, and filed as an exhibit to the Form 8-K filed by the Company on March 11, 2020. |
5. Following the transactions reported on this Form 4, Mr. Alegre holds 430,918 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. |
6. One-third of these options which will vest on March 30, 2022, if a certain level of the operating income objective for the Company set forth in its annual operating plan for 2020 is achieved, one-third of which will vest on March 30, 2022, if a certain level of the operating income objective for the Company set forth in its annual operating plan for 2021 is achieved, and one-third of which will vest on March 30, 2023, if a certain level of the operating income objective for the Company set forth in its annual operating plan for 2022 is achieved. |
Remarks: |
/s/ Daniel Alegre | 05/11/2020 | |
** 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. |