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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Employee Stock Options | $ 6.542 | 06/24/2007(7) | Â | J(7) | 175,081 (7) | Â | Â (5) | 04/04/2011 | Common Stock, par value $0.00001 per share | $ 0 | 175,081 (6) | By the 75260G Trust | ||
Employee Stock Options | $ 7.7344 | 06/24/2007(7) | Â | J(7) | 675,236 (7) | Â | Â (5) | 04/29/2014 | Common Stock, par value $0.00001 per share | $ 0 | 675,236 | By the 75260G Trust | ||
Employee Stock Options | $ 13.328 | 06/24/2007(8) | Â | J(8) | 140,170 (8) | Â | Â (5) | 06/20/2015 | Common Stock, par value $0.00001 per share | $ 0 | 140,170 (6) | By the 75260G Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KOTICK ROBERT A C/O ACTIVISION, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
 X |  |  Chairman & CEO |  |
George L. Rose*** | 05/15/2008 | |
**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) | Reflects transfer of Company common stock to the 8986C Trust, an irrevocable trust established by Mr. Kotick and his wife for the benefit of their minor children, of which Mr. Kotick is neither a trustee nor a beneficiary. Mr. Kotick disclaims beneficial ownership with respect to all Company securities held by such trust. |
(2) | On October 10, 2005, there was a 4-for-3 split of the Company common stock, resulting in Mr. Kotick owning an additional 1,132,415 shares of Company common stock. This aggregate amount includes 112,441 shares held by Delmonte Investments, L.L.C. and 487,104 shares held by the 1011 Foundation, Inc., a charitable foundation; Mr. Kotick is a controlling person of each such entity and has voting and investment power with respect to the securities held by each such entity. |
(3) | This aggregate amount includes 112,441 shares held by Delmonte Investments, L.L.C. and 487,104 shares held by the 1011 Foundation, Inc., a charitable foundation; Mr. Kotick is a controlling person of each such entity and has voting and investment power with respect to the securities held by each such entity. |
(4) | Reflects transfer of Company common stock to the 1011 Foundation, Inc. |
(5) | The option was exercisable in full as of the date of this Form 5 filing. |
(6) | On December 14, 2007, the options of this class which were transferred to the 75260G Trust, of which Mr. Kotick is the trustee and the sole lifetime beneficiary and in which his children hold remainder interests, were cancelled and options identical thereto but for the exercise price were issued in replacement thereof. The holdings reported on this Form 5 reflect those replacement options notwithstanding that the transfer occured prior to such cancellation and issuance. |
(7) | Mr. Kotick transferred these options to the 75260G Trust on June 24, 2007. |
(8) | Mr. Kotick transferred 339,687 options of this class to the 75260G Trust on June 24, 2007. On June 29, 2007, 199,517 options of this class were transferred back to Mr. Kotick from the 75260G Trust pursuant to the terms of the trust document, leaving 140,170 of such options in the 75260G Trust. |
 Remarks: ***George L. Rose was granted a power of attorney to sign all Forms 4 and 5 on behalf of the reporting person. |