Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

KOTICK ROBERT A

(Last)

(First)

(Middle)

C/O ACTIVISION BLIZZARD, INC.

2701 OLYMPIC BOULEVARD, BUILDING B

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Activision Blizzard, Inc. [ ATVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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