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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KOTICK ROBERT A C/O ACTIVISION BLIZZARD, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
X | President & CEO |
/s/ Robert A. Kotick | 08/22/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On August 1, 2008, Brian G. Kelly, a member of the Company's board of directors, transferred 725,000 shares of the Company's common stock indirectly held by Mr. Kelly to the 2008 Brian G. Kelly (Delaware) Trust. Mr. Kotick is an investment advisor and beneficiary of the 2008 Brian G. Kelly (Delaware) Trust and may be deemed an indirect beneficial owner of such shares. |
(2) | On August 1, 2008, Mr. Kotick transferred 3,749,249 shares of the Company's common stock to KAG Holdings, LLC, a limited liability company of which Mr. Kotick was the sole member. |
(3) | Following the transactions reported on this Form 4, Mr. Kotick directly held 1,613,637 shares of the Company's common stock, consisting of 363,637 restricted stock units representing the right to receive the Company's common stock and 1,250,000 performance shares of the Company's common stock. |
(4) | On August 4, 2008, Mr. Kotick transferred his interests in KAG Holdings to the 800370D Trust, a trust for the benefit of Mr. Kotick and other beneficiaries. |
(5) | Following Mr. Kotick's transfer of shares to KAG Holdings, LLC and subsequent transfer of KAG Holdings, LLC to the 800370D Trust and Mr. Kelly's transfer of shares to the Brian G. Kelly (Delware) Trust, Mr. Kotick indirectly held 5,212,650 shares of the Company's common stock consisting of (a) 3,749,429 shares held by KAG Holdings, LLC (and indirectly by the 800370D Trust), (b) 1,798 shares held in the 10122N Trust, (c) 80,305 shares held in the 10122CP Trust, (d) 3,178 shares held in the 8986C Trust, (e) 538,299 shares held by the 1011 Foundation, Inc., (f) 112,441 shares held by Delmonte Investments, LLC, (g) an aggregate of 7,200 shares held in UTMAs for the benefit of Mr. Kotick's minor relatives, and (h) 725,000 shares held by the Brian G. Kelly (Delaware) Trust. |
(6) | These shares were held by KAG Holdings LLC (and indirectly by the 800370D Trust). |
(7) | On August 20, 2008, the Brian G. Kelly (Delaware) Trust caused the sale of 725,000 shares of the Company's common stock. |
(8) | Following the transactions reported on this Form 4, Mr. Kotick indirectly held 3,492,650 shares of the Company's common stock, consisting of (a) 2,749,429 shares held by KAG Holdings, LLC (and indirectly by the 800370D Trust), (b) 1,798 shares held in the 10122N Trust, (c) 80,305 shares held in the 10122CP Trust, (d) 3,178 shares held in the 8986C Trust, (e) 538,299 shares held by the 1011 Foundation, Inc., (f) 112,441 shares held by Delmonte Investments, LLC, and (f) an aggregate of 7,200 shares held in UTMAs for the benefit of Mr. Kotick's minor relatives, all of which Mr. Kotick may be deemed to beneficially own. To the extent that any past filings report inconsistent ownership they are hereby amended. |