Form 4
FORM 4
[ ] Check this box if no longer U.S. SECURITIES AND EXCHANGE COMMISSION
subject to Section 16. Form Washington, D.C. 20549
4 or Form 5 obligations may
continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person
Kotick Robert A. Activision, Inc. (ATVI) to Issuer (Check all applicable)
__________________________________________ _____________________________________________ _X_ Director ___ 10% Owner
_X_ Officer (give ___ Other (Specify
(Last) (First) (Middle) 3. IRS Identification 4. Statement for title below) below)
c/o Activision, Inc. Number of Reporting Month/Year Chairman of the Board and
3100 Ocean Park Boulevard Person (voluntary) March 2001 Chief Executive Officer
__________________________________________ ______________________________________________________________
(Street)
5. If Amendment, Date of 7. Individual or Joint/Group Filing
Santa Monica California 90405 Original (Month/Year) (Check applicable line)
__________________________________________ _X_ Form Filed by one Reporting Person
(City) (State) (Zip) ___ Form Filed by more than one
Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
3. Trans- 4. Securities Acquired (A) Securities
2. Trans- action or Disposed of (D) Beneficially 6. Ownership
action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of
Date (Instr. --------------------------- End of Direct(D) Indirect
Month/ 8) (A) Month or Beneficial
1. Title of Security Day/ Amount or Price (Instr. Indirect(I) Ownership
(Instr.3) Year) (D) 3 and 4) (Instr. 4) (Instr. 4)
----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------
Common Stock, par value 3/2/01 M(8) 90,000 A $6.00
$.000001 per share
Common Stock, par value 3/2/01 S(8) 90,000 D $23.0868
$.000001 per share
Common Stock, par value 3/2/01 M(8) 60,000 A $6.00
$.000001 per share
Common Stock, par value 3/2/01 S(8) 10,000 D $22.1250
$.000001 per share
Common Stock, par value 3/2/01 S(8) 50,000 D $22.00
$.000001 per share
Common Stock, par value 3/16/01 S 5,000 D $23.50
$.000001 per share
Common Stock, par value 3/16/01 S 5,000 D $23.8125
$.000001 per share
Common Stock, par value 3/16/01 S 25,000 D $23.625
$.000001 per share
Common Stock, par value 3/21/01 S 9,000 D $23.1875
$.000001 per share
Common Stock, par value 3/22/01 S 7,500 D $23.6875
$.000001 per share
Common Stock, par value 3/23/01 S 42,500 D $24.0882 805,811 D
$.000001 per share
56,981 I (1)
* If this form is filed by more than one reporting person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
(Print or Type Responses)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- 4. Trans- ative Securities and Expiration Date
Exercise action action Acquired (A) or (Month/Day/Year)
Price of Date Code Disposed of (D) -----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ----- ---- ----------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
Employee Stock Options $6.125 3/1/01 J(2) 249,067 5/22/00(5) 5/22/10
Employee Stock Options $6.125 3/1/01 J(2) 249,067 5/22/00(5) 5/22/10
Employee Stock Options $6.125 3/1/01 J(3) 38,430 5/22/00(5) 5/22/10
Employee Stock Options $6.125 3/1/01 J(3) 38,430 5/22/00(5) 5/22/10
Employee Stock Options $6.00 3/1/01 J(3) 150,000 8/10/00 4/18/10
Employee Stock Options $6.00 3/1/01 J(3) 150,000 8/10/00 4/18/10
Employee Stock Options $6.00 3/2/01 M(4) 90,000 8/10/00 4/18/10
Employee Stock Options $6.00 3/2/01 M(4) 60,000 8/10/00 4/18/10
Employee Stock Options $6.125 5/22/00 A V 1,000,000 5/22/00(5) 5/22/10
Employee Stock Options $6.00 4/18/00 A V 184,004 8/10/00 4/18/10
9. Number of 10. Ownership
Derivative of Deriv-
Securities ative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
--------------------------------- 8. Price of Owned (D) or Indirect
Amount or Derivative at End Indirect Beneficial
1. Title of Derivative Title Number of Security of Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
---------------------- -------------------- --------- ------------- ------------- -------------- --------------
Employee Stock Options Common Stock 249,067
Employee Stock Options Common Stock 249,067 I (6)
Employee Stock Options Common Stock 38,430
Employee Stock Options Common Stock 38,430 I (6)
Employee Stock Options Common Stock 150,000
Employee Stock Options Common Stock 150,000 I (6)
Employee Stock Options Common Stock 90,000 $6.00
Employee Stock Options Common Stock 60,000 $6.00
Employee Stock Options Common Stock 1,000,000
Employee Stock Options Common Stock 184,004 3,023,109 D
298,186 I (7)
Explanation of Responses
(1) Includes 19,500 shares held in an irrevocable trust for the benefit of the
reporting person's minor children. The reporting person does not exercise
or share investment control over such shares. The reporting person
disclaims beneficial ownership of all such shares, and this report shall
not be deemed an admission that the reporting person is the beneficial
owner of such shares for purposes of Section 16 or for any other purpose.
Also includes 37,481 shares held by Delmonte Investments LLC, of which the
reporting person is a member.
(2) Sale of options to purchase shares of Common Stock to The Kotick Foundation for the
Visual Arts L.L.C., of which the reporting person and his wife are the sole
members, in exchange for a promissory note in the amount of $5,000,000.
(3) Transfer of options to purchase shares of Common Stock to The Kotick Foundation for
the Visual Arts L.L.C., of which the reporting person and his wife are the
sole members.
(4) Exercise of options by The Kotick Foundation for the Visual Arts L.L.C., of
which the reporting person and his wife are the sole members.
(5) The options vested as to 250,000 shares on 5/22/00 and vest as to the
remaining 750,000 shares in 36 equal monthly installments beginning on
6/22/00 and ending on 5/22/03.
(6) Represents options to purchase shares of common stock transferred by the
reporting person to The Kotick Fourndation for the Visual Arts L.L.C., of
which the reporting person and his wife are the sole members.
(7) Represents 110,689 options held in an irrevocable trust for the benefit of
the reporting person's minor children. The reporting person disclaims
beneficial ownership of all such shares, and this report shall not be
deemed an admission that the reporting person is the beneficial owner of
such shares for purposes of Section 16 or for any other purpose. Also
includes options to purchase 287,497 shares of common stock held by The
Kotick Fourndation for the Visual Arts L.L.C., of which the reporting
person and his wife are the sole members.
(8) Acquisition/disposition of shares by The Kotick Foundation for the Visual
Arts L.L.C., of which the reporting person and his wife are the sole
members.
/s/ Robert A. Kotick 4/10/01
**Intentional misstatements or omissions of facts constitute ------------------------------- ----------
Federal Criminal Violations. See 18 U.S.C. 1001 and **Signature of Reporting Person Date
15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
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