Activision Blizzard Inc. (ATVI) CEO Robert Kotick Reports 24.38% Stake

Page 5 of 10 – SEC Filing

CUSIP No. 00507V109

Page 5 of 10 pages

1.	Name of Reporting Person
	Brian G. Kelly
2.	Check the Appropriate Box if a Member of a Group
	(a)  o
	(b)  þ
3.	SEC Use Only
4.	Source of Funds
	SC, PF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f)
	£
6.	Citizenship or Place of Organization
	USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			2,511,424 (1)
		8.	Shared Voting Power
			171,968,042 (2)
		9.	Sole Dispositive Power
			2,511,424 (1)
		10.	Shared Dispositive Power
			171,968,042 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	174,479,466
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	o
13.	Percent of Class Represented by Amount in Row (11)
	23.6% (3)
14.	Type of Reporting Person
	IN

_______________

(1)	Of these shares of Common Stock, 472,865 shares are held in the Kelly Family 2012 Irrevocable Trust, of which Mr. Kelly is trustee, 478,520 shares of Common Stock and 17,685 shares of Common Stock represented by restricted share units scheduled to vest within 60 days are held by Brian G. Kelly 2012 Annuity Trust, of which Mr. Kelly is grantor, 485,892 shares are held by Brian & Joelle Kelly Family Foundation, of which Mr. Kelly is trustee and as to which Mr. Kelly disclaims beneficial ownership, 9,600 shares are held in UTMA accounts for the benefit of Mr. Kotick’s minor children, of which Mr. Kelly is custodian and as to which Mr. Kelly disclaims beneficial ownership, and 661,391 shares, 41,797 shares of Common Stock represented by restricted share units scheduled to vest within 60 days, 262,998 options to purchase shares of Common Stock and 80,676 options scheduled to vest within 60 days are held directly by Mr. Kelly.
(2)	These shares may be deemed to be beneficially owned by Mr. Kelly solely in his capacity as one of two controlling persons of ASAC II LLC.
(3)	Based on 738,630,797 shares of Common Stock outstanding, which includes 738,227,641 shares of Common Stock outstanding, 17,685 shares of Common Stock represented by restricted share units held by the Brian G. Kelly 2012 Annuity Trust scheduled to vest within 60 days, 41,797 shares of Common Stock represented by restricted share units scheduled to vest within 60 days held by Mr. Kelly, 262,998 shares of Common Stock represented by options and 80,676 shares of Common Stock represented by options scheduled to vest within 60 days held by Mr. Kelly.