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