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^*

VRABECK KATHY P

(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)
	President-Activision Publish'g

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, par value $.000001 per share	06/01/2005		M		35,000	A	$7.445	46,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		60,000	A	$7.445	106,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		15,000	A	$7.445	121,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		75,000	A	$7.2734	196,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		27,500	A	$4.8434	223,886	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		24,998	A	$4.8434	248,884	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		30,000	A	$4.8434	278,884	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		5,000	D	$15.77	273,884	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		5,000	D	$15.76	268,884	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		257,498	D	$15.75	11,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		M		105,000	A	$9.2033	116,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		60,000	D	$15.92	56,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		10,000	D	$15.89	46,386	D⁽¹⁾
Common Stock, par value $.000001 per share	06/01/2005		S		35,000	D	$15.85	11,386⁽²⁾	D⁽¹⁾

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	$7.445	06/01/2005		M			0	⁽³⁾	11/06/2013	Common Stock	35,000	$0	105,000	D
Employee Stock Options	$7.445	06/01/2005		M			0	⁽⁴⁾	11/06/2013	Common Stock	60,000	$0	240,000	D
Employee Stock Options	$7.445	06/01/2005		M			0	⁽⁵⁾	11/06/2013	Common Stock	15,000	$0	45,000	D
Employee Stock Options	$7.2734	06/01/2005		M			0	⁽⁶⁾	10/12/2012	Common Stock	75,000	$0	150,000	D
Employee Stock Options	$4.8434	06/01/2005		M			0	⁽⁷⁾	03/20/2013	Common Stock	27,500	$0	10,997	D
Employee Stock Options	$4.8434	06/01/2005		M			0	⁽⁸⁾	03/20/2013	Common Stock	24,998	$0	9,997	D
Employee Stock Options	$4.8434	06/01/2005		M			0	⁽⁹⁾	03/20/2013	Common Stock	30,000	$0	90,000	D
Employee Stock Options	$9.2033	06/01/2005		M			0	⁽¹⁰⁾	04/08/2012	Common Stock	105,000	$0	15,000	D

Explanation of Responses:

1. The Filer also indirectly owns 9,000 shares of Common Stock by virtue of reporting person's spouse's ownership of 9,000 shares of Company Common Stock.

2. All 11,386 shares owned by the Filer were purchased through the Company's employee stock purchase plan.

3. The option will vest on November 6, 2008. However, one half of the option may vest on an accelerated basis if certain earnings and other financial goals are met.

4. The options vest in five equal annual installments beginning on November 1, 2004.

5. The option will vest on November 6, 2008. However, one half of the option may vest on an accelerated basis if certain earnings and other financial goals are met.

6. The options vest in four equal installments beginning on 4/1/04, however, the fourth installment may vest on an accelerated basis if certain earnings and other financial goals are met.

7. The original option grant provided one half of the such options would vest in three equal annual installments beginning on 4/1/04. The second half of the option will vest on April 1, 2009, and that the second half of the option would vest on an accelerated basis if certain earning and other financial goals were met.

8. The original option grant provided one half of the such options would vest in three equal annual installments beginning on 4/1/04. The second half of the option will vest on April 1, 2009, and that the second half of the option would vest on an accelerated basis if certain earning and other financial goals were met.

9. The original options granted provided that such options would vest in five equal annual installments beginning on April 1, 2004.

10. The option vested in four equal semi-annual installments beginning on October 1, 2002.

Remarks:

George L. Rose was granted a power of attorney to sign all Forms 4 and Forms 5 on behalf of Kathy P. Vrabeck.

	/s/ George L. Rose (Attorney-In-Fact)	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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