| 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, 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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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)
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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)
08/04/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 08/04/2008 | M | 60,000 | A | $13.61 | 156,712 | I | See footnote ( 1 ) | ||
| Common Stock, par value $0.000001 per share | 08/04/2008 | M | 284,444 | A | $15.21 | 441,156 | I | See footnote ( 1 ) | ||
| Common Stock, par value $0.000001 per share | 08/04/2008 | S | 344,444 | D | $34.1 | 96,712 ( 2 ) | I | See footnote ( 1 ) | ||
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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 Option | $13.61 | 08/04/2008 | M | 60,000 | ( 3 ) | 04/21/2016 | Common Stock, par value $0.000001 per share | 60,000 | $0 | 40,000 | I | See footnote ( 1 ) | |||
| Employee Stock Option | $15.21 | 08/04/2008 | M | 284,444 | ( 4 ) | 10/03/2015 | Common Stock, par value $0.000001 per share | 284,444 | $0 | 515,556 | I | See footnote ( 1 ) | |||
| Explanation of Responses: |
| 1. Held by the Thomas and Laura Tippl Family Trust. |
| 2. Following the transactions reported on this Form 4, Mr. Tippl (through the Thomas and Laura Family Trust) holds 96,712 restricted shares of the Company's common stock. |
| 3. One-fourth of the grant of options to purchase 100,000 shares of the Company's common stock vested on May 15, 2007 following the Company's satisfaction of corporate operating income targets established by the Compensation Committee of the Board of Directors for the year ended March 31, 2007 and 35% of the grant vested on May 15, 2008 following the Company's satisfaction of corporate operating income targets established by the Compensation Committee of the Board of Directors for the year ended March 31, 2008. The remaining options will vest in full on April 1, 2010. |
| 4. This option to purchase 800,000 shares of the Company's common stock consists of three tranches. A tranche consisting of options to purchase 266,666 shares will vest in full on October 3, 2010. One-fifth of a tranche to purchase 266,667 vested on each of October 3, 2006 and 2007 and the remaining options will vest in equal installments on each of October 3, 2008, 2009 and 2010. One-third of a tranche to purchase 266,667 shares vested on each of May 15, 2007 and May 15, 2008, respectively, following the Company's satisfaction of corporate operating income targets established by the Compensation Committee of the Board of Directors for the fiscal years ended March 31, 2007 and March 31, 2008, and the remaining options in that tranche will vest in full on October 3, 2010 (subject to possible earlier acceleration of one-third of the tranche in connection with the Company's satisfaction of corporate operating income targets for the Company's fiscal year 2009). |
| Remarks: |
| /s/ Thomas Tippl | 08/06/2008 | |
| ** 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. | ||