Dixton Grant Michael was granted 10,526 shares and returned 125,262 shares to the company, closing all direct ownership in the company (SEC Form 4)
$ATVI
Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 10/12/2023 | ||||||||||||||||||||||||||
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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 | 10/12/2023 | A | 10,526(1) | A | $0 | 125,262 | D | |||
| Common Stock, par value $0.000001 per share | 10/13/2023 | D(2) | 27,303(3) | D | (3) | 97,959 | D | |||
| Common Stock, par value $0.000001 per share | 10/13/2023 | D(2) | 97,959(4) | D | (4) | 0 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Grant to reporting person of restricted stock units, each representing the right to receive one share of Issuer's common stock, scheduled to vest in equal installments on each of October 12, 2023, October 12, 2025, and October 12, 2026. The 3,509 units that vested on October 12, 2023 were settled as described in footnote 3 below. |
| 2. On October 13, 2023 (the "Transaction Date), Issuer completed the previously announced transaction with Microsoft Corporation, a Washington corporation ("Microsoft"), pursuant to the Agreement and Plan of Merger, dated as of January 18, 2022 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Issuer, Microsoft and Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Microsoft ("Merger Sub"), providing for the merger of Merger Sub with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Microsoft. |
| 3. Reflects the disposition pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), of the following Issuer securities for $95.00 in cash per share/unit (less any applicable withholding taxes, in the case of units): (a) 23,794 shares of common stock and (b) 3,509 restricted stock units that vested on October 12, 2023 as described in footnote 1. |
| 4. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of the following Issuer securities: (a) 45,953 restricted stock units (the "Assumed RSUs") and (b) 52,006 performance-vesting restricted stock units (the "Assumed PSUs"), in each case that were converted into a number of time-based vesting restricted stock units of Microsoft equal to the product (rounded down to the nearest whole share) of (i) the number of Assumed RSUs or Assumed PSUs (determined based on target performance levels), as applicable, multiplied by (ii) a fraction, (A) the numerator of which was $95.00 and (B) the denominator of which was the volume weighted average price per share of Microsoft common stock on NASDAQ for the five consecutive trading days ending with the last trading day ending immediately prior to the Transaction Date. |
| Remarks: |
| /s/ Grant M. Dixton | 10/16/2023 | |
| ** 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. | ||