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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 | $ 3.935 | 09/12/2011 | M | 600,000 | (8) | 04/08/2012 | Common Stock, par value $0.000001 per share | 600,000 | $ 0 | 103,296 | D | ||||
| Employee Stock Options | $ 3.935 | 09/13/2011 | M | 103,296 | (8) | 04/08/2012 | Common Stock, par value $0.000001 per share | 103,296 | $ 0 | 0 | D | ||||
| Employee Stock Options | $ 3.8672 | 09/13/2011 | M | 100,000 | (9) | 04/29/2014 | Common Stock, par value $0.000001 per share | 100,000 | $ 0 | 0 | D | ||||
| Employee Stock Options | $ 6.664 | 09/13/2011 | M | 679,374 | (10) | 06/20/2015 | Common Stock, par value $0.000001 per share | 679,374 | $ 0 | 0 | D | ||||
| Employee Stock Options | $ 6.805 | 09/14/2011 | M | 83,364 | (11) | 04/21/2016 | Common Stock, par value $0.000001 per share | 83,364 | $ 0 | 0 | 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 | |||
| /s/ Brian G. Kelly | 09/14/2011 | |
| **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 price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $11.45 to $11.5007 per share. Mr. Kelly 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. |
| (2) | The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $11.50 to $11.755 per share. Mr. Kelly 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 $11.87 to $11.875 per share. Mr. Kelly 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) | The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $12.09 to $12.095 per share. Mr. Kelly 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. |
| (5) | Includes 154,409 shares previously held indirectly by the Delaware limited partnership to which footnote 6 refers. Following the transactions reported on this Form 4, Mr. Kelly directly held (a) 154,409 shares of the Company's common stock and (b) 25,000 restricted stock units, each representing the right to receive a share of the Company's common stock. |
| (6) | Following the transactions reported on this Form 4, Mr. Kelly indirectly owns 472,865 shares of the Company's common stock, which are held by a Delaware limited partnership, 99% of the interests of which are held by a grantor retained annuity trust of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, and 1% of the interests of which are held by a Delaware limited liability corporation which serves as the general partner of the limited partnership. |
| (7) | These shares are held by the Delaware limited partnership to which footnote 6 refers. |
| (8) | These options to purchase shares of the Company's common stock were exercisable in full as of April 1, 2002. |
| (9) | These options to purchase shares of the Company's common stock were exercisable in full as of April 29, 2004. |
| (10) | These options to purchase shares of the Company's common stock were exercisable in full as of June 20, 2007. |
| (11) | These options to purchase shares of the Company's common stock were exercisable in full as of April 1, 2008. |