SEC FORM 4

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^*

KUMAGAI LINDA

(Last)

(First)

(Middle)

C/O ACTIVISION, INC.

3100 OCEAN PARK BOULEVARD

(Street)

SANTA MONICA

90405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTIVISION INC /NY [ ATVI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Finance & Corp Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

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	06/01/2005		M		11,000	A	$4.5067	11,900	D
Common Stock	06/01/2005		M		7,500	A	$4.5067	19,400	D
Common Stock	06/01/2005		M		2,667	A	$11.4375	22,067	D
Common Stock	06/01/2005		S		21,167	D	$15.85	900	D

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	$4.5067	06/01/2005		M			11,000	⁽¹⁾	04/11/2013	Common Stock	11,000	$0	4,397	D
Employee Stock Options	$4.5067	06/01/2005		M			7,500	⁽²⁾	04/11/2013	Common Stock	7,500	$0	22,500	D
Employee Stock Options	$11.4375	06/01/2005		M			2,667	⁽³⁾	04/15/2014	Common Stock	2,667	$0	8,000	D

Explanation of Responses:

1. 50% of the option vests in three equal installments beginning on April 1, 2004 with the remainder 50% of the option vesting on April 9, 2004. However, the 50% that vests on April 1, 2009, may be accelerated if certain financial goals are met. An additional 16.67% of the option vested on April 1, 2004 and an additional 25% of the option vested on May 6, 2004 because certain financial goals for fiscal year 2004 were met.

2. 25% of the options vest on each of May 1, 2005, 2006, 2007, and 2008.

3. The option vests in full on April 15, 2007. One half of the option may vest on an accelerated basis if certain financial goals are met.

	/s/ Linda Kumagai	06/03/2005
	** 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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