Brian Bulatao - Oct 12, 2023 Form 4 Insider Report for Activision Blizzard, Inc. (ATVI)

Role: Chief Administrative Officer
Signature: /s/ Brian Bulatao
Stock symbol: ATVI
Transactions as of: Oct 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/16/2023, 04:18 PM
Previous filing: Apr 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATVI	Common Stock, par value $0.000001 per share	Award	$0	+21.1K	+22.86%	$0.00	113K	Oct 12, 2023	Direct	F1
transaction	ATVI	Common Stock, par value $0.000001 per share	Disposed to Issuer		-27.5K	-24.32%		85.6K	Oct 13, 2023	Direct	F2, F3
transaction	ATVI	Common Stock, par value $0.000001 per share	Disposed to Issuer		-85.6K	-100%		0	Oct 13, 2023	Direct	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ATVI	Employee Stock Options	Disposed to Issuer		-47.2K	-100%		0	Oct 13, 2023	Common Stock, par value $0.000001 per share	47.2K	$92.50	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian Bulatao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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) 20,496 shares of common stock and (b) 7,018 restricted stock units that vested on October 12, 2023 as described in footnote 1.
F4	Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of the following Issuer securities: (a) 40,354 restricted stock units (the "Assumed RSUs") and (b) 45,286 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").
F5	Reflects the disposition pursuant to the Merger Agreement, as of the Effective Time, of (a) 31,494 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; and (b) 15,746 options that were scheduled to vest on March 30, 2024 (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 (i) the number of Assumed Options multiplied by (ii) the Exchange Ratio, at an exercise price per share of Microsoft common stock equal to the quotient of (I) the option exercise price of the Assumed Options divided by (II) the Exchange Ratio (rounded up to the nearest whole cent).