SEC FORM 4

SEC FORM 4 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^*

DIXTON GRANT MICHAEL

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	06/29/2023		A		393⁽¹⁾	A	$0	121,298	D
Common Stock, par value $0.000001 per share	06/29/2023		F		2,287⁽²⁾	D	$83.08	119,011	D
Common Stock, par value $0.000001 per share	06/29/2023		F		1,031⁽³⁾	D	$83.08	114,736⁽⁴⁾	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)

Explanation of Responses:

1. Additional shares of Issuer's common stock earned by reporting person in excess of shares previously reported at target performance level, as a result of above-target performance achievement for performance-vesting restricted stock units that vested on transaction date.

2. Pursuant to terms of reporting person's restricted stock unit award agreement, withholding by Issuer of shares otherwise deliverable in respect of vesting on transaction date of 6,618 performance-vesting restricted stock units (which reflects additional amount earned under this award as reported in row above) held by reporting person, in order to satisfy resulting tax withholding obligations.

3. Pursuant to terms of reporting person's restricted stock unit award agreement, withholding by Issuer of shares otherwise deliverable in respect of vesting on transaction date of 2,981 performance-vesting restricted stock units held by reporting person, in order to satisfy resulting tax withholding obligations. 3,244 performance-vesting restricted stock units under this award previously reported by reporting person at target performance did not vest and were forfeited.

4. Following the transactions reported on this Form 4, reporting person held (a) 23,794 shares of Issuer's common stock, (b) 38,936 restricted stock units, each representing the right to receive one share of Issuer's common stock, and (c) 52,006 performance-vesting restricted stock units, each representing the right to receive one share of Issuer's common stock (assumes, as previously disclosed, target performance for each performance-vesting restricted stock unit grant; actual number of aggregate shares earned will depend on actual performance and will range from 0 to 65,007 shares of Issuer's common stock, which includes adjustments to reflect performance for periods for which such measurement is already completed).

Remarks:

	/s/ Grant M. Dixton	06/30/2023
	** 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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