Activision Blizzard Form 4 / ARMIN ZERZA 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^*

ZERZA ARMIN

(Last)

(First)

(Middle)

C/O ACTIVISION BLIZZARD, INC.

2701 OLYMPIC BOULEVARD, BUILDING B

(Street)

SANTA MONICA

90404

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2023

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	10/12/2023		A		21,053⁽¹⁾	A	$0	217,220	D
Common Stock, par value $0.000001 per share	10/13/2023		D⁽²⁾		50,877⁽³⁾	D	⁽³⁾	166,343	D
Common Stock, par value $0.000001 per share	10/13/2023		D⁽²⁾		166,343⁽⁴⁾	D	⁽⁴⁾	0	D

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	$74.22	10/13/2023		D⁽²⁾			81,902⁽⁵⁾	⁽⁵⁾	03/14/2028	Common Stock, par value $0.000001 per share	81,902	⁽⁵⁾	0	D
Employee Stock Options	$53.89	10/13/2023		D⁽²⁾			1,705⁽⁵⁾	⁽⁵⁾	11/12/2028	Common Stock, par value $0.000001 per share	1,705	⁽⁵⁾	0	D
Employee Stock Options	$52.52	10/13/2023		D⁽²⁾			2,620⁽⁵⁾	⁽⁵⁾	11/11/2029	Common Stock, par value $0.000001 per share	2,620	⁽⁵⁾	0	D
Employee Stock Options	$82.58	10/13/2023		D⁽²⁾			3,593⁽⁶⁾	⁽⁶⁾	12/09/2030	Common Stock, par value $0.000001 per share	3,593	⁽⁶⁾	0	D
Employee Stock Options	$93.03	10/13/2023		D⁽²⁾			123,853⁽⁷⁾	⁽⁷⁾	05/06/2031	Common Stock, par value $0.000001 per share	123,853	⁽⁷⁾	0	D

Explanation of Responses:

1. Grant to reporting person of restricted stock units, each representing the right to receive one share of Issuer's common stock, scheduled to vest in equal installments on each of October 12, 2023, October 12, 2025, and October 12, 2026. The 7,018 units that vested on October 12, 2023 were settled as described in footnote 3 below.

2. On October 13, 2023 (the "Transaction Date"), Issuer completed the previously announced transaction with Microsoft Corporation, a Washington corporation ("Microsoft"), pursuant to the Agreement and Plan of Merger, dated as of January 18, 2022 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Issuer, Microsoft and Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Microsoft (Merger Sub), providing for the merger of Merger Sub with and into Issuer (the Merger), with Issuer surviving the Merger as a wholly owned subsidiary of Microsoft.

3. Reflects the disposition pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), of the following Issuer securities for $95.00 in cash per share/unit (less any applicable withholding taxes, in the case of units): (a) 43,859 shares of common stock and (b) 7,018 restricted stock units that vested on October 12, 2023 as described in footnote 1.

4. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of the following Issuer securities: (a) 47,236 restricted stock units (the "Assumed RSUs") and (b) 119,107 performance-vesting restricted stock units (the "Assumed PSUs"), in each case that were converted into a number of time-based vesting restricted stock units of Microsoft equal to the product (rounded down to the nearest whole share) of (i) the number of Assumed RSUs or Assumed PSUs (determined based on target performance levels), as applicable, multiplied by (ii) a fraction, (A) the numerator of which was $95.00 and (B) the denominator of which was the volume weighted average price per share of Microsoft common stock on NASDAQ for the five consecutive trading days ending with the last trading day ending immediately prior to the Transaction Date (such fraction, the "Exchange Ratio").

5. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of options that were fully vested as of the Effective Time in accordance with their terms, each for an amount in cash equal to $95.00 less the applicable option exercise price and any applicable withholding taxes.

6. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of (a) 2,396 options that were fully vested as of the Effective Time in accordance with their terms and (b) 1,197 options that were scheduled to vest within 120 days following the Transaction Date, but were accelerated and became fully vested as of immediately prior to the Effective Time, in each case each for an amount in cash equal to $95.00 less the applicable option exercise price and any applicable withholding taxes.

7. Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of options that were scheduled to vest in 2 equal tranches on March 31, 2024 and March 31, 2025 (the "Assumed Options") that were converted into nonqualified stock options of Microsoft in respect of a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (a) the number of Assumed Options multiplied by (b) the Exchange Ratio, at an exercise price per share of Microsoft common stock equal to the quotient of (x) the option exercise price of the Assumed Options divided by (y) the Exchange Ratio (rounded up to the nearest whole cent).

Remarks:

	/s/ Armin Zerza	10/16/2023
	** 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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Activision Blizzard (ATVI) Form 4Activision Blizzard / ARMIN ZERZA ownership change