Kotick Robert A Form 4 Activision Blizzard / ROBERT A KOTICK ownership change

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^*

KOTICK ROBERT A

(Last)

(First)

(Middle)

C/O ACTIVISION BLIZZARD, INC.

3100 OCEAN PARK BOULEVARD

(Street)

SANTA MONICA

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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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 $0.000001 per share	03/01/2021		A		904,636⁽¹⁾	A	$0	5,210,526	D
Common Stock, par value $0.000001 per share	03/01/2021		F		595,364⁽¹⁾	D	$98.72	4,615,162	D
Common Stock, par value $0.000001 per share	03/01/2021		A		430,804⁽¹⁾	A	$0	5,045,966	D
Common Stock, par value $0.000001 per share	03/01/2021		F		283,523⁽¹⁾	D	$98.72	4,773,567⁽²⁾	D
Common Stock, par value $0.000001 per share								1	I	By ASAC II LLC⁽³⁾
Common Stock, par value $0.000001 per share								4,800	I	By UTMAs for the benefit of minor children⁽⁴⁾
Common Stock, par value $0.000001 per share								36,918	I	By GRATs⁽⁵⁾
Common Stock, par value $0.000001 per share								2	I	By Delmonte Investments, LLC⁽⁶⁾

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)

Explanation of Responses:

1. On March 1, 2021, the performance conditions for the four-year performance period from 1/1/17 through 12/31/20 underlying these performance stock unit awards were achieved at the maximum level. The aggregate number of shares reported represents the number of shares earned above the target shares previously reported on the Form 4 reports filed on 09/11/20 and 01/05/21. Pursuant to the terms of the award agreements, the Company withheld an aggregate of 878,887 of the shares otherwise earned in order to satisfy the resulting tax withholding obligations. As a result, for the four-year performance period 1/1/17 through 12/31/20, the reporting person received a net of 456,553 shares of the Company's common stock after the satisfaction of the tax withholding obligations.

2. Following the transactions reported on this Form 4, the reporting person held 3,155,773 shares of the Company's common stock. The reporting person also held 1,617,794 performance-vesting restricted stock units, each representing the right to receive shares of the Company's common stock. The number of performance-vesting restricted stock units assumes, as previously disclosed, maximum performance for grants prior to 9/9/20 and assumes target performance for any awards thereafter. Includes 11,124 shares received in a distribution of shares of the Company's common stock by the reporting person's grantor retained annuity trusts for estate planning purposes for the benefit of the reporting person's children, of which the reporting person is the trustee, on March 1, 2021.

3. The reporting person and Brian G. Kelly are the managers of ASAC II LLC. The reporting person disclaims beneficial ownership of the Company's common stock held by ASAC II LLC except to the extent of his pecuniary interest therein.

4. The reporting person disclaims beneficial ownership of the Company's common stock held by these UTMAs except to the extent of his pecuniary interest therein.

5. These shares are held by grantor retained annuity trusts for the benefit of the reporting person's children, of which the reporting person is the trustee. Reflects the distribution of 11,124 shares of the Company's common stock from the reporting person's grantor retained annuity trusts for estate planning purposes to the reporting person on March 1, 2021.

6. Reflects shares of the Company's common stock indirectly beneficially owned through Delmonte Investments, LLC, of which the reporting person is a member and manager.

Remarks:

	/s/ Robert A. Kotick	03/03/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Kotick Robert A Form 4Activision Blizzard / ROBERT A KOTICK ownership change