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).
1. Name and Address of Reporting Person*
Morhaime Michael

(Last) (First) (Middle)
C/O BLIZZARD ENTERTAINMENT
16215 ALTON PARKWAY

(Street)
IRVINE CA 92618

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & CEO-Blizzard Ent.
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2014
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.000001 per share 11/14/2014 F 12,176(1) D $20.1 281,156 D
Common Stock, par value $0.000001 per share 11/14/2014 G(2) 11,158 D $0 269,998 D
Common Stock, par value $0.000001 per share 11/14/2014 G(2) 11,158 A $0 207,239(6) I See footnote(3)
Common Stock, par value $0.000001 per share(4) 11/14/2014 A 70,000 A $0 339,998(5) D
Common Stock, par value $0.000001 per share 11/14/2014 A 5,653(7) D $0 23,220(8) I Securites held by Mr. Morhaime's wife
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options $20.1 11/14/2014 A 200,000 (9) 11/14/2024 Common Stock, par value $0.000001 per share 200,000 $0 200,000 D
Employee Stock Options $20.1 11/14/2014 A 10,555 (10) 11/14/2024 Common Stock, par value $0.000001 per share 10,555 $0 10,555 I Securites held by Mr. Morhaime's wife
Explanation of Responses:
1. On November 14, 2014, 23,334 restricted stock units held by Mr. Morhaime vested. Pursuant to the terms of his restricted stock unit award agreement, the Company withheld 12,176 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation.
2. Following the receipt thereof, Mr. Morhaime transferred the net shares he received in connection with the vesting of his restricted stock units to the Michael Morhaime Revocable Trust.
3. These securities are held by the Michael Morhaime Revocable Trust.
4. This grant was for 70,000 restricted stock units, each representing the right to receive one share of the Company's common stock, one-third of which will vest on each of November 13, 2015, 2016 and 2017.
5. Following the transactions reported on this Form 4, Mr. Morhaime directly held 339,998 restricted stock units, each representing the right to receive one share of the Company's common stock.
6. Following the transactions reported on this Form 4, Mr. Morhaime indirectly held (through the Michael Morhaime Revocable Trust) 207,239 shares of the Company's common stock.
7. This grant was for 5,653 restricted stock units, each representing the right to receive one share of the Company's common stock, some or all which will vest on March 15, 2018, subject to the satisfaction of the underlying performance conditions. The number assumes maximum performance; target performance would result in a release of 4,522 shares of the Company's common stock.
8. Following the transactions reported on this Form 4, Mr. Morhaime indirectly held (through his wife) (a) 5,047 shares of the Company's common stock and (b) 18,173 restricted stock units, each representing the right to receive one share of the Company's common stock, 5,653 of which have performance-based vesting.
9. One-third of these options vest on each of November 13, 2015, 2016 and 2017.
10. One-third of these options vest on each of November 14, 2015, 2016 and 2017.
Remarks:
/s/ Michael Morhaime 11/18/2014
** 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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