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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 | ||||||||
Employee Stock Options | $ 4.0178 | 02/09/2005 | M(3) | 462,378 | 07/21/1995 | 07/21/2005 | Common Stock | 462,378 | $ 0 | 0 | I | See (7) | |||
Employee Stock Options | $ 3.8519 | 02/09/2005 | M(3) | 5,625 | 04/01/1996 | 04/01/2006 | Common Stock | 5,625 | $ 0 | 0 | I | See (7) | |||
Employee Stock Options | $ 5.0193 | 02/09/2005 | M(3) | 619,878 | 07/21/1995 | 07/21/2005 | Common Stock | 619,878 | $ 0 | 0 | I | See (7) | |||
Employee Stock Options | $ 6.2756 | 02/09/2005 | M(3) | 619,874 | 07/21/1995 | 07/21/2005 | Common Stock | 619,874 | $ 0 | 0 | I | See (7) | |||
Employee Stock Options | $ 1.8148 | 02/09/2005 | M(4) | 840,807 | 05/22/2000 | 05/22/2010 | Common Stock | 840,807 | $ 0 | 0 | I | See (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KOTICK ROBERT A C/O ACTIVISON, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
X | Chairman & Chief Exec Officer |
/s/ George L. Rose (as Attorney-In-Fact) | 02/11/2005 | |
**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) | Represents Common Stock acquired/disposed by KAG Holdings LLC, of which the reporting person is a member. Reporting Person is the direct beneficial owner of 2,859,684 shares of Common Stock and is an indirect beneficial owner of 63,249 shares of Common Stock by virtue of his being a member of Delmonte Investments LLC. |
(2) | Represents Common Stock acquired/disposed by 45121G Trust, in which the reporting person has a pecuniary interest. |
(3) | Exercise of options to purchase Common Stock by KAG Holdings LLC, of which the reporting person is a member. These options were originally issued to the reporting person and subsequently transferred to KAG Holdings LLC, and therefore the form of ownership of these options changed from direct to indirect. In accordance with Rule 16a-13, changes in the form of ownership are not required to be reported in a Form 4 or Form 5. |
(4) | Exercise of options to purchase Common Stock by 45121G Trust, in which the reporting person has a pecuniary interest. These options were held by 1011 Partners, LLC and subsequently transferred to the Reporting Person, who subsequently transferred them to 45121G Trust, and therefore the form of ownership of these options changed from indirect to direct to indirect. In accordance with Rule 16a-13, changes in the form of ownership are not required to be reported in a Form 4 or Form 5. |
(5) | Acquisition/Disposition of shares by KAG Holdings LLC, of which the reporting person is a member. |
(6) | Acquisition/Disposition of shares by 45121G Trust, in which the reporting person has a pecuniary interest. |
(7) | Represents options to buy Common Stock held by KAG Holdings LLC, of which the reporting person is a member. |
(8) | Represents options to buy Common Stock held by 45121G Trust, in which the reporting person has a pecuniary interest. |
Remarks: George Rose was granted a power of attorney to sign all Forms 4 and Forms 5 on behalf of Mr. Kotick. |