0001181431-13-053915.txt : 20131015 0001181431-13-053915.hdr.sgml : 20131014 20131015191404 ACCESSION NUMBER: 0001181431-13-053915 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131010 FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Activision Blizzard, Inc. CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954803544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 3100 OCEAN PARK BLVD CITY: SANTA MONICA STATE: CA ZIP: 90405 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC /NY DATE OF NAME CHANGE: 19930114 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VGAC LLC CENTRAL INDEX KEY: 0001439239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 131152935 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 572-7000 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivendi Games Acquisition CO CENTRAL INDEX KEY: 0001439315 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 131152936 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 572-7000 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivendi Holding I LLC CENTRAL INDEX KEY: 0001589272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 131152937 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-572-7000 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivendi Holding I Corp. CENTRAL INDEX KEY: 0001439238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 131152938 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 572-7000 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIVENDI CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 131152939 BUSINESS ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 01133171711001 MAIL ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 FORMER NAME: FORMER CONFORMED NAME: VIVENDI UNIVERSAL DATE OF NAME CHANGE: 20001025 4 1 rrd392752.xml FORM 4 X0306 4 2013-10-10 0 0000718877 Activision Blizzard, Inc. ATVI 0001127055 VIVENDI 42 AVENUE DE FRIEDLAND PARIS I0 75008 FRANCE 0 0 1 0 0001439238 Vivendi Holding I Corp. 800 THIRD AVENUE 5TH FLOOR NEW YORK NY 10022 0 0 1 0 0001589272 Vivendi Holding I LLC 800 THIRD AVENUE 5TH FLOOR NEW YORK NY 10022 0 0 1 0 0001439315 Vivendi Games Acquisition CO 800 THIRD AVENUE 5TH FLOOR NEW YORK NY 10022 0 0 1 0 0001439239 VGAC LLC 800 THIRD AVENUE 5TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2013-10-10 4 S 0 98293662 13.60 D 683643890 I See Footnote Common Stock 2013-10-10 4 S 0 55912045 13.60 D 683643890 I See Footnote Common Stock 2013-10-10 4 J 0 55912045 0.00 D 683643890 I See Footnote Common Stock 2013-10-10 4 J 0 529438183 0.00 D 683643890 I See Footnote Common Stock 2013-10-10 4 J 0 529438183 0.00 D 683643890 I See Footnote Common Stock 2013-10-10 4 J 0 254967419 0.00 D 683643890 I See Footnote Common Stock 2013-10-11 4 S 0 428676471 13.60 D 683643890 I See Footnote Common Stock 2013-10-11 4 S 0 428676471 13.60 D 254967419 D Common Stock 2013-10-11 4 S 0 171968042 13.60 D 82999377 D Prior to a restructuring of certain interests of Vivendi, S.A. ("Vivendi") in certain of its subsidiaries (the "Restructuring"), the shares of common stock of Activision Blizzard, Inc. (the "Issuer"), par value $0.000001 per share (the "Shares") were directly held by VGAC LLC ("VGAC"), which is a wholly-owned subsidiary of Vivendi Games Acquisition Company ("VG Acquisition"), which is a wholly-owned subsidiary of Vivendi Holding I Corp. ("VHI"), which is a wholly-owned subsidiary of Vivendi. VG Acquisition, VHI and Vivendi were indirect beneficial owners of the reported Shares. Pursuant to the Restructuring, the Shares directly held by VGAC were transferred to such subsidiaries as described in footnotes 2 through 8 herein. VGAC sold these Shares to VHI in repayment of an intercompany loan in the amount of $1,336,793,794.26 in connection with the Restructuring. These Shares were directly held by VGAC prior to this disposition and were directly held by VHI following this disposition. Vivendi was an indirect beneficial owner of these Shares both before and after this disposition. VGAC sold these Shares to CHL (U.S.) Inc. ("CHL"), a wholly-owned subsidiary of Vivendi, in repayment of an intercompany loan in the amount of $760,403,799.64 in connection with the Restructuring. These Shares were directly held by VGAC prior to this disposition and were directly held by CHL after this disposition. Vivendi was an indirect beneficial owner of these Shares both before and after this disposition. CHL did not directly or indirectly beneficially own more than 10% of the Issuer's outstanding Shares. CHL distributed these Shares to VHI in connection with the Restructuring. These Shares were directly held by CHL prior to this disposition and were directly held by VHI after this disposition. Vivendi was an indirect beneficial owner of these Shares both before and after this disposition. VG Acquisition merged with and into VHI in connection with the Restructuring (the "VG Acquisition Merger"). The direct beneficial ownership of these Shares remained with VGAC. As a result of the VG Acquisition Merger, VG Acquisition disposed of indirect beneficial ownership of these Shares and VHI became the direct parent of VGAC. VHI and Vivendi were indirect beneficial owners of these Shares both before and after the VG Acquisition Merger. VGAC merged with and into VHI in connection with the Restructuring (the "VGAC Merger"). As a result of the VGAC Merger, VGAC disposed of these Shares and VHI became the direct owner of these Shares. Vivendi was an indirect beneficial owner of these Shares both before and after the VGAC Merger. As a result of the prior events in the Restructuring, immediately following the VGAC Merger, VHI directly held 683,643,890 Shares. VHI distributed these Shares to Vivendi in connection with the Restructuring (the "Distribution"). These Shares were directly held by VHI prior to the Distribution and are directly held by Vivendi after the Distribution. After the Distribution, Vivendi contributed (the "VHI Contribution") 100% of its ownership interest in VHI to Amber Holding Subsidiary Co. ("New VH") and New VH became an indirect beneficial owner of these Shares. Immediately after the VHI Contribution, VHI converted into a Delaware limited liability company, Vivendi Holding I LLC ("VHI LLC"). VHI LLC then sold these Shares and all of the issued and outstanding capital stock of Universal Music Group, Inc. to New VH in exchange for assumption by New VH of certain outstanding obligations owed by VHI LLC (as successor to VHI) to Vivendi in an aggregate amount of $1,825,170,260 in connection with the Restructuring. These Shares were directly held by VHI LLC prior to this disposition and are directly held by New VH after this disposition. Vivendi was an indirect beneficial owner of these Shares both before and after this disposition. Vivendi sold 100% of the issued and outstanding capital stock of New VH, which owns these Shares, to the Issuer pursuant to the Stock Purchase Agreement, by and among, the Issuer, Vivendi and ASAC II LP, an exempted limited partnership established under the laws of the Cayman Islands and acting by ASAC II LLC, its general partner ("ASAC"), dated July 25, 2013 (the "Stock Purchase Agreement") for a purchase price of $13.60. Vivendi was an indirect beneficial owner of these Shares prior to this disposition. Vivendi sold these Shares to ASAC pursuant to the Stock Purchase Agreement for a purchase price of $13.60. Vivendi was a direct beneficial owner of these Shares prior to this disposition. /s/ George E. Bushnell III, Vivendi S.A., By: George E. Bushnell III, Its: Senior Vice President & Deputy General Counsel 2013-10-11 /s/ George E. Bushnell III, Vivendi Holding I Corp., By: Vivendi Holding I LLC, as successor to Vivendi Holding I Corp., By: George E. Bushnell III, Its: President and Secretary 2013-10-11 /s/ George E. Bushnell III, Vivendi Holding I LLC, By: George E. Bushnell III, Its: President and Secretary 2013-10-11 /s/ George E. Bushnell III, Vivendi Games Acquisition Company, By: Vivendi Holding I LLC, as successor to Vivendi Games Acquisition Company, By: George E. Bushnell III, Its: President and Secretary 2013-10-11 /s/ George E. Bushnell III, VGAC LLC, By: Vivendi Holding I LLC, as successor to Vivendi Games Acquisition Company, By: George E. Bushnell III, Its: President and Secretary 2013-10-11