A newly-amended 13D filing with the Securities and Exchange Commission revealed that ASAC II LP, which is a large shareholder of Activision Blizzard (NASDAQ:ATVI), has signed a partial loans repayment and collateral release agreement with JPMorgan Chase Bank, N.A., London Branch, Bank of America, N.A., London Branch and other parties. The Repayment Agreements allow the balance of the loans attributable to ASAC’s shares to remain outstanding, and the distribution of shares allocable to the limited partners in consideration for the repayment of each limited partner’s pro rata portion of the loans outstanding. In addition, ASAC entered into a second amended and restated agreement of limited partnership, and announced that it intends to distribute the shares to limited partners. ASAC II LP, which Activision CEO Robert Kotick is one of the two controlling partners of, owns 180.14 million shares of Activision Blizzard (NASDAQ:ATVI), which account for 24.3% of the company’s shares. This represents a slight decrease from the 180.21 million shares that ASAC II LP disclosed holding in its previous 13D filing on the company in May.
Activision Blizzard (NASDAQ:ATVI) is a global entertainment and gaming company, which creates games for a variety of devices including PCs, tablets, mobile devices, and home consoles. Since the beginning of the year, the company’s share have dropped by 2.32%. For the first quarter of 2016, Activision Blizzard (NASDAQ:ATVI) disclosed earnings per share of $0.23 and revenue of $1.46 billion, beating estimates on both fronts, which had called for the company to earn $0.12 per share on revenue of $812.1 million. Recently, the company landed a place on Fortune’s annual list of the best companies to work for.
As per our database, the number of hedge funds with long positions in Activision Blizzard (NASDAQ:ATVI) dropped by one in the first quarter, though it remained the second-most popular video game stock. The company was in 52 hedge funds’ portfolios at the end of March among the investors in our system. The biggest position in Activision Blizzard (NASDAQ:ATVI) was held by Philippe Laffont’s Coatue Management, worth close to $490 million, with the second-largest position being disclosed by John Armitage’ Egerton Capital Limited, valued at $283.3 million. Some other professional money managers with similar bullishness on this stock were Daniel S. Och’s OZ Management, Alexander Mitchell’s Scopus Asset Management, and John Paulson’s Paulson & Co.
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Among investors who sold off their positions in Activision Blizzard (NASDAQ:ATVI) during the quarter were Stephen Mandel’s Lone Pine Capital and Ricky Sandler’s Eminence Capital, which said goodbye to positions worth close to $436.1 million and $123.5 million, respectively.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
ASAC II | 171,968,042 | 0 | 171,968,042 | 0 | 171,968,042 | 23.3% |
ASAC II | 171,968,042 | 0 | 171,968,042 | 0 | 171,968,042 | 23.3% |
Robert A. Kotick | 8,172,125 | 171,968,042 | 8,172,125 | 171,968,042 | 180,140,167 | 24.3% |
Brian G. Kelly | 2,511,424 | 171,968,042 | 2,511,424 | 171,968,042 | 174,479,466 | 23.6% |
Page 1 of 10 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
SCHEDULE 13D |
(Rule 13d-101) |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) |
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) |
UNDER THE SECURITIES EXCHANGE ACT OF 1934 |
(Amendment No. 4)* |
ACTIVISION BLIZZARD, INC. |
(Name of Issuer) |
COMMON STOCK, $0.000001 PAR VALUE |
(Title of Class of Securities) |
00507V109 |
(CUSIP Number) |
ASAC II LP |
c/o Northern Trust Private Equity Administration |
Department 2008 |
801 South Canal |
Chicago, Illinois 60607 |
(312) 557-5687 |
With a copy to: |
Alison S. Ressler |
Sullivan & Cromwell LLP |
1888 Century Park East |
Los Angeles, California 90067-1725 |
(310) 712-6600 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
June 2, 2016 |
(Date of Event which Requires Filing of This Statement) |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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Page 2 of 10 – SEC Filing
CUSIP No. 00507V109 | | Page 2 of 10 pages |
1. | Name of Reporting Person | ||
| | ||
| ASAC II LP | ||
2. | Check the Appropriate Box if a Member of a Group | ||
| | ||
| (a) o | ||
| (b) þ | ||
3. | SEC Use Only | ||
| | ||
| | ||
4. | Source of Funds | ||
| | ||
| WC, BK | ||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f) | ||
| | ||
| £ | ||
6. | Citizenship or Place of Organization | ||
| | ||
| Cayman Islands | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | |
| | ||
| 171,968,042 | ||
8. | Shared Voting Power | ||
| | ||
| -0- | ||
9. | Sole Dispositive Power | ||
| | ||
| 171,968,042 | ||
10. | Shared Dispositive Power | ||
| | ||
| -0- | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| | ||
| 171,968,042 | ||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| | ||
| o | ||
13. | Percent of Class Represented by Amount in Row (11) | ||
| | ||
| 23.3% (1) | ||
14. | Type of Reporting Person | ||
| | ||
| PN |
(1) | Based on 738,227,641 shares of Common Stock outstanding. |
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Page 3 of 10 – SEC Filing
CUSIP No. 00507V109 | | Page 3 of 10 pages |
1. | Name of Reporting Person | ||
| | ||
| ASAC II LLC | ||
2. | Check the Appropriate Box if a Member of a Group | ||
| | ||
| (a) o | ||
| (b) þ | ||
3. | SEC Use Only | ||
| | ||
| | ||
4. | Source of Funds | ||
| | ||
| Not Applicable | ||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f) | ||
| | ||
| £ | ||
6. | Citizenship or Place of Organization | ||
| | ||
| Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | |
| | ||
| 171,968,042 | ||
8. | Shared Voting Power | ||
| | ||
| -0- | ||
9. | Sole Dispositive Power | ||
| | ||
| 171,968,042 | ||
10. | Shared Dispositive Power | ||
| | ||
| -0- | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| | ||
| 171,968,042 | ||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| | ||
| o | ||
13. | Percent of Class Represented by Amount in Row (11) | ||
| | ||
| 23.3% (1) | ||
14. | Type of Reporting Person | ||
| | ||
| OO |
(1) | Based on 738,227,641 shares of Common Stock outstanding. |
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Page 4 of 10 – SEC Filing
CUSIP No. 00507V109 | | Page 4 of 10 pages |
1. | Name of Reporting Person | ||
| | ||
| Robert A. Kotick | ||
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 | |
| | ||
| 8,172,125 (1) | ||
8. | Shared Voting Power | ||
| | ||
| 171,968,042 (2) | ||
9. | Sole Dispositive Power | ||
| | ||
| 8,172,125 (1) | ||
10. | Shared Dispositive Power | ||
| | ||
| 171,968,042 (2) | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| | ||
| 180,140,167 | ||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| | ||
| o | ||
13. | Percent of Class Represented by Amount in Row (11) | ||
| | ||
| 24.3% (3) | ||
14. | Type of Reporting Person | ||
| | ||
| IN |
(1) | Of these shares of Common Stock, 3,479,398 shares, 34,350 shares represented by restricted share units scheduled to vest within 60 days and 3,962,998 options to purchase shares are held by 10122B Trust, of which Mr. Kotick is the trustee, 690,579 shares may be deemed to be beneficially owned by Mr. Kotick as controlling person of 1011 Foundation, Inc., as to which Mr. Kotick disclaims beneficial ownership, and 4,800 shares may be deemed to be beneficially owned by Mr. Kotick solely in his capacity as custodian of a UTMA account for the benefit of Mr. Kotick’s minor relative, as to which Mr. Kotick disclaims beneficial ownership. |
(2) | These shares may be deemed to be beneficially owned by Mr. Kotick solely in his capacity as one of two controlling persons of ASAC II LLC. |
(3) | Based on 742,224,989 shares of Common Stock outstanding, which includes 738,227,641 shares of Common Stock outstanding, 3,962,998 shares of Common Stock represented by options held by 10122B Trust and 34,350 shares represented by restricted share units scheduled to vest within 60 days held by 10122B Trust. |
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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. |
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Page 6 of 10 – SEC Filing
Page 6 of 10 Pages |
ITEM 4. | Purpose of Transaction. |
ITEM 5. | Interest in Securities of the Issuer. |
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Page 7 of 10 – SEC Filing
Page 7 of 10 Pages |
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Page 8 of 10 – SEC Filing
Page 8 of 10 Pages |
ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
| Exhibit H – | Second Amended and Restated Limited Partnership of ASAC II LP |
| Exhibit I – | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP and JPMorgan Chase Bank, N.A., London Branch |
| Exhibit J – | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP, Bank of America, N.A., London Branch and the other parties thereto |
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Page 9 of 10 – SEC Filing
SIGNATURE
Dated: June 3, 2016 | ASAC II LP | |
By: ASAC II LLC | ||
Its: General Partner | ||
By: | /s/ Brian G. Kelly | |
Name: Brian G. Kelly | ||
Title: Manager | ||
By: | /s/ Robert A. Kotick | |
Name: Robert A. Kotick | ||
Title: Manager | ||
ASAC II LLC | ||
By: | /s/ Brian G. Kelly | |
Name: Brian G. Kelly | ||
Title: Manager | ||
By: | /s/ Robert A. Kotick | |
Name: Robert A. Kotick | ||
Title: Manager | ||
Robert A. Kotick | ||
/s/ Robert A. Kotick | ||
Brian G. Kelly | ||
/s/ Brian G. Kelly |
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Page 10 of 10 – SEC Filing
Page 10 of 10 Pages |
Exhibit | Document Description |
H | Second Amended and Restated Limited Partnership of ASAC II LP |
I | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP, JPMorgan Chase Bank, N.A., London Branch and the other parties thereto |
J | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP, Bank of America, N.A., London Branch and the other parties thereto |