Sec Form 4 Filing - Morhaime Michael @ Activision Blizzard, Inc. - 2017-11-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Morhaime Michael
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)
Pres. & CEO-Blizzard Ent.
(Last) (First) (Middle)
C/O BLIZZARD ENTERTAINMENT, 16215 ALTON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2017
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/06/2017 A 20,535 ( 1 ) A $ 0 306,394 D
Common Stock, par value $0.000001 per share 11/06/2017 F( 2 ) 12,823 D $ 60.87 293,571 D
Common Stock, par value $0.000001 per share 11/06/2017 G( 3 ) 10,511 D $ 0 283,060 ( 4 ) D
Common Stock, par value $0.000001 per share 11/06/2017 G( 3 ) 10,511 A $ 0 380,332 ( 5 ) I See footnote ( 6 )
Common Stock, par value $0.000001 per share 11/06/2017 A 895 ( 7 ) A $ 0 23,438 ( 8 ) I Securites held by Mr. Morhaime's wife
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options $ 60.87 11/06/2017 A 1,372 ( 9 ) 11/06/2027 Common Stock, par value $0.000001 per share 1,372 $ 0 1,372 I Securites held by Mr. Morhaime's wife
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morhaime Michael
C/O BLIZZARD ENTERTAINMENT
16215 ALTON PARKWAY
IRVINE, CA92618
Pres. & CEO-Blizzard Ent.
Signatures
/s/ Michael Morhaime 11/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This grant was for 20,535 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. The number assumes maximum performance; target performance would result in a release of 16,428 shares of the Company's common stock. The restricted stock units vest in full on March 30, 2021, based upon the level of performance measured by reference to the Company's cumulative operating income for 2018, 2019 and 2020.
( 2 )On November 6, 2017, 23,334 restricted stock units held by Mr. Morhaime vested. Pursuant to the terms of his restricted stock unit award agreement, the Company withheld 12,823 of the shares otherwise deliverable to him in order to satisfy the resulting tax withholding obligation.
( 3 )Following the receipt thereof, Mr. Morhaime transferred the net shares he received in connection with the vesting of his restricted stock units to the Michael Morhaime Revocable Trust.
( 4 )Following the transactions reported on this Form 4, Mr. Morhaime directly held (a) 166,395 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock, and (b) 116,665 time-vesting restricted stock units, each representing the right to receive one share of the Company's common stock.
( 5 )Mr. Morhaime indirectly holds (through the Michael Morhaime Revocable Trust) 380,332 shares of the Company's common stock.
( 6 )These securities are held by the Michael Morhaime Revocable Trust.
( 7 )This grant was for 895 performance-vesting restricted stock units, each representing the right to receive one share of the Company's common stock. The number assumes maximum performance; target performance would result in a release of 715 shares of the Company's common stock. The restricted stock units vest on March 30, 2021, based upon the level of performance measured by reference to the Company's operating income for 2018, 2019 and 2020.
( 8 )Following the transactions reported on this form 4, Mr. Morhaime indirectly holds, through his wife, (a) 12,861 shares of the Company's common stock and (b) 10,577 performance-based vesting restricted stock units, each representing the right to receive one share of the Company's common stock.
( 9 )One-third of these options vest on each of November 6, 2018, 2019 and 2020.

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