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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KELLY BRIAN G C/O ACTIVISION BLIZZARD, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
X | X | ||
| /s/ Brian G. Kelly | 08/10/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |