Kotick Robert A returned 3,924,884 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) 10/13/2023 | ||||||||||||||||||||||||||
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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 | 10/13/2023 | D(1) | 2,676,317(2) | D | (2) | 0 | D | |||
| Common Stock, par value $0.000001 per share | 10/13/2023 | D(1) | 1,248,564 | D | (2) | 0 | I | Through Wholly-Owned Entity | ||
| Common Stock, par value $0.000001 per share | 10/13/2023 | D(1) | 1(2) | D | (2) | 0 | I | By ASAC II LLC(3) | ||
| Common Stock, par value $0.000001 per share | 10/13/2023 | D(1) | 2(2) | D | (2) | 0 | I | By Delmonte Investments, LLC(4) | ||
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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 Options | $62.51 | 10/13/2023 | D(1) | 190,712(5) | (5) | 08/07/2027 | Common Stock, par value $0.000001 per share | 190,712 | (5) | 0 | D | ||||
| Employee Stock Options | $50.85 | 10/13/2023 | D(1) | 925,057(5) | (5) | 11/21/2028 | Common Stock, par value $0.000001 per share | 925,057 | (5) | 0 | D | ||||
| Employee Stock Options | $47.08 | 10/13/2023 | D(1) | 1,086,109(5) | (5) | 08/12/2029 | Common Stock, par value $0.000001 per share | 1,086,109 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 13, 2023, 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. |
| 2. Reflects the disposition pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), of shares of Issuer's common stock for $95.00 in cash per share. |
| 3. Reporting person and Brian G. Kelly are the managers of ASAC II LLC, and reporting person disclaims beneficial ownership of Issuer's common stock held by ASAC II LLC except to the extent of his pecuniary interest therein. |
| 4. Reflects shares of Issuer's common stock indirectly beneficially owned through Delmonte Investments, LLC, of which reporting person is a member and manager. |
| 5. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of options that were fully vested as of the Effective Time in accordance with their terms, each for an amount in cash equal to $95.00 less the applicable option exercise price and any applicable withholding taxes. |
| Remarks: |
| /s/ Robert A. Kotick | 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. | ||