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*
KELLY BRIAN G

(Last) (First) (Middle)
C/O ACTIVISION BLIZZARD, INC.
3100 OCEAN PARK BOULEVARD

(Street)
SANTA MONICA CA 90405

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2011
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 09/12/2011 M 600,000 A $3.935 779,409 D
Common Stock, par value $0.000001 per share 09/12/2011 S 600,000 D $11.479(1) 179,409 D
Common Stock, par value $0.000001 per share 09/13/2011 M 103,296 A $3.935 282,705 D
Common Stock, par value $0.000001 per share 09/13/2011 S 103,296 D $11.5867(2) 179,409 D
Common Stock, par value $0.000001 per share 09/13/2011 M 100,000 A $3.8672 279,409 D
Common Stock, par value $0.000001 per share 09/13/2011 S 100,000 D $11.5867(2) 179,409 D
Common Stock, par value $0.000001 per share 09/13/2011 M 679,374 A $6.664 858,783 D
Common Stock, par value $0.000001 per share 09/13/2011 S 679,374 D $11.5867(2) 179,409 D
Common Stock, par value $0.000001 per share 09/14/2011 M 83,364 A $6.805 262,773 D
Common Stock, par value $0.000001 per share 09/14/2011 S 83,364 D $11.8702(3) 179,409(5) D
Common Stock, par value $0.000001 per share 09/14/2011 S 100,000 D $12.09(4) 472,865(6) I See footnote.(7)
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 $3.935 09/12/2011 M 600,000 (8) 04/08/2012 Common Stock, par value $0.000001 per share 600,000 $0 103,296 D
Employee Stock Options $3.935 09/13/2011 M 103,296 (8) 04/08/2012 Common Stock, par value $0.000001 per share 103,296 $0 0 D
Employee Stock Options $3.8672 09/13/2011 M 100,000 (9) 04/29/2014 Common Stock, par value $0.000001 per share 100,000 $0 0 D
Employee Stock Options $6.664 09/13/2011 M 679,374 (10) 06/20/2015 Common Stock, par value $0.000001 per share 679,374 $0 0 D
Employee Stock Options $6.805 09/14/2011 M 83,364 (11) 04/21/2016 Common Stock, par value $0.000001 per share 83,364 $0 0 D
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $11.45 to $11.5007 per share. Mr. Kelly has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.
2. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $11.50 to $11.755 per share. Mr. Kelly has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.
3. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $11.87 to $11.875 per share. Mr. Kelly has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.
4. The price in Column 4 is a weighted average price. The prices actually received for the stock ranged from $12.09 to $12.095 per share. Mr. Kelly has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.
5. Includes 154,409 shares previously held indirectly by the Delaware limited partnership to which footnote 6 refers. Following the transactions reported on this Form 4, Mr. Kelly directly held (a) 154,409 shares of the Company's common stock and (b) 25,000 restricted stock units, each representing the right to receive a share of the Company's common stock.
6. Following the transactions reported on this Form 4, Mr. Kelly indirectly owns 472,865 shares of the Company's common stock, which are held by a Delaware limited partnership, 99% of the interests of which are held by a grantor retained annuity trust of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, and 1% of the interests of which are held by a Delaware limited liability corporation which serves as the general partner of the limited partnership.
7. These shares are held by the Delaware limited partnership to which footnote 6 refers.
8. These options to purchase shares of the Company's common stock were exercisable in full as of April 1, 2002.
9. These options to purchase shares of the Company's common stock were exercisable in full as of April 29, 2004.
10. These options to purchase shares of the Company's common stock were exercisable in full as of June 20, 2007.
11. These options to purchase shares of the Company's common stock were exercisable in full as of April 1, 2008.
Remarks:
/s/ Brian G. Kelly 09/14/2011
** 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).
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