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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 | $ 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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KOTICK ROBERT A C/O ACTIVISION BLIZZARD, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
X | President & CEO |
/s/ Robert A. Kotick | 02/14/2017 | |
**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) | 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. |