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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options | $ 10.8075 | 05/12/2008 | M | 150,033 | (3) | 05/02/2015 | Common Stock, par value $0.00001 per share | 150,033 | $ 0 | 116,634 | D (2) | ||||
| Employee Stock Options | $ 10.8075 | 05/13/2008 | M | 63,301 | (3) | 05/02/2015 | Common Stock, par value $0.00001 per share | 63,301 | $ 0 | 53,333 | D (2) | ||||
| Employee Stock Options | $ 13.61 | 05/13/2008 | M | 20,000 | (4) | 04/21/2016 | Common Stock, par value $0.00001 per share | 20,000 | $ 0 | 60,000 | D (2) | ||||
| Employee Stock Options | $ 15.142 | 05/13/2008 | M | 66,667 | (5) | 10/19/2016 | Common Stock, par value $0.00001 per share | 66,667 | $ 0 | 133,333 | D (2) | ||||
| Employee Stock Options | $ 15.142 | 05/13/2008 | M | 25,000 | (6) | 10/19/2016 | Common Stock, par value $0.00001 per share | 25,000 | $ 0 | 75,000 | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kaminsky Robin C/O ACTIVISION PUBLISHING, INC. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
EVP, Publishing | |||
| /s/ Robin Kaminsky | 05/14/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Following the transactions reported on this Form 4, Ms. Kaminsky holds (a) 7,395 shares of the Company's common stock (including 524 shares she purchased on March 31, 2008 through the Company's employee stock purchase plan) and (b) 24,305 restricted shares of the Company's common stock. |
| (2) | On May 6, 2008, Ms. Kaminsky transferred her holdings in the Company's securities to the Bogen Family Trust. She continues to hold those securities as her sole and separate property and does not share voting or investment power with respect thereto. |
| (3) | These options vest with respect to 20% of the shares on each of May 1, 2006, 2007, 2008, 2009 and 2010, subject to the possible earlier vesting of options with respect to an additional 20% of the shares following each of fiscal 2006 and 2007 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year. The corporate operating income target was achieved for fiscal 2007, and, accordingly, options with respect to 20% of the shares vested on May 15, 2007, in addition to the options with respect to 20% of the shares that vested in accordance with that vesting schedule on May 1, 2007. |
| (4) | These options vest in full on April 1, 2010, subject to the possible earlier vesting of (a) options with respect to 25% of the shares following fiscal 2007 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year and (b) options with respect to 35% of the shares following fiscal 2008 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year. The corporate operating income target was achieved for fiscal 2007, and, accordingly, options with respect to 25% of the shares vested on May 15, 2007 |
| (5) | These options vest with respect to one-third of the shares on each of October 19, 2007, 2008 and 2009. |
| (6) | These options vest in full on October 19, 2009, subject to the possible earlier vesting of options with respect to 25% of the shares following each of fiscal 2007 and 2008 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year. The corporate operating income target was achieved for fiscal 2007, and, accordingly, options with respect to 25% of the shares vested on May 15, 2007. |