SEC Form 4 · accession 0001352027-16-000087
Activision Blizzard, Inc. · ATVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian G Kelly
Director · 10% Owner
Period of report
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 5:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000718877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.000001 per share | Mar 31, 2016 | D | 114,986 | $0.00 | D | 1,049,970 | D | |
| Common Stock, par value $0.00001 per shareF3 | Mar 31, 2016 | F | 346,782 | $33.84 | D | 703,188 | D | |
| Common Stock, par value $0.000001 per shareF5,F6 | Apr 1, 2016 | F | 9,872 | $34.42 | D | 515,949 | I | See footnote |
| Common Stock, par value $0.000001 per shareF7 | holding | — | — | — | 171,968,042 | I | By ASAC II LP | |
| Common Stock, par value $0.000001 per share | holding | — | — | — | 472,865 | I | By the Kelly Family 2006 Irrevocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As of March 31, 2016, the performance conditions underlying these performance shares were not met and, on that date, they were cancelled.
- F2On March 31, 2016, 621,246 performance shares held by Mr. Kelly vested and, as allowed under the terms of Mr. Kelly's performance share agreement, the Company witheld 346,782 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation.
- F3Following the transactions reported on this Form 4, Mr. Kelly directly owned (a) 661,391 shares of the Company's common stock and (b) 41,797 performance-vesting restricted share units, each representing the right to receive one share of the Company's common stock.
- F4On April 1, 2016, 17,685 restricted share units held by a grantor retained annuity trust, of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, vested. As allowed under the terms of Mr. Kelly's restricted share unit agreement, the Company withheld 9,872 of the shares otherwise deliverable to the trust in order to satisfy the resulting tax withholding obligation.
- F5Following the transactions reported on this Form 4, Mr. Kelly indirectly holds, through a grantor retained annuity trust of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee, (a) 462,894 shares of the Company's common stock and (b) 53,055 restricted share units, each representing the right to receive a share of the Company's common stock.
- F6These securities are held by a grantor retained annuity trust, of which Mr. Kelly is the annuitant beneficiary and his wife, Joelle Kelly, is the trustee.
- F7ASAC II LLC is the general partner of ASAC II LP. Robert A. Kotick and Mr. Kelly are the managers of ASAC II LLC. Mr. Kelly disclaims beneficial ownership of the Company's common stock held by ASAC II LP except to the extent of his pecuniary interest therein.