Form 5 - Brian Kelly - 3/31/01
FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person
to Issuer (Check all applicable)
Kelly Brian G. Activision, Inc. (ATVI)
__________________________________________ _____________________________________________ X Director 10% Owner
--- ---
(Last) (First) (Middle) 3. IRS or Social 4. Statement for X Officer (give Other (Specify
Security Number of Month/Year --- title below) --- below)
c/o Activision, Inc. Reporting Person
3100 Ocean Park Boulevard (Voluntary) March 31, 2001 Co-Chairman
__________________________________________ ______________________________________________________________
(Street)
5. If Amendment, Date of 7. Individual or Joint/Group Reporting
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
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
Securi-
ties
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) End of Form:
action action (Instr. 3, 4 and 5) Issuer's Direct 7. Nature of
Date Code --------------------------- Fiscal (D) or Indirect
(Month/ (Instr. 8) (A) Year Indirect Beneficial
1. Title of Security Day/ Amount or Price (Instr. (I) Ownership
(Instr.3) Year) (D) 3 and 4) (Instr. 4) (Instr. 4)
----------------------------- --------- ---------- -------- --- -------- ------------ ------------- -------------
Common Stock, par value
$.000001 per share 186,091 D
Common Stock, par value
$.000001 per share 25,773 I (1)
* If the 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 of indirectly.
(Print or Type Responses) (Over)
SEC 2270 (7/96)
FORM 5 (continued)
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- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
Price of Date 4. Trans- Disposed of (D) -----------------------
Deriv- (Month/ action (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ Code ----------------------- Exercis- Expiration
(Instr. 3) Security Year) (Instr. 8) (A) (D) able Date
---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
Employee Stock Options $6.125 5/22/00 A 1,000,000 5/22/00(2) 5/22/10
9. Number of 10. Ownership
Derivative of
7. Title and Amount of Underlying Securities Derivative
Securities (Instr. 3 and 4) Beneficially Security: 11. Nature of
--------------------------------- 8. Price of Owned Direct (D) Indirect
Amount or Derivative at End or Beneficial
1. Title of Derivative Title Number of Security of Year Indirect (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
---------------------- -------------------- --------- ------------- ------------- -------------- --------------
Employee Stock Options Common Stock 1,000,000 3,198,486 D
Explanation of Responses:
(1) Includes 7,032 shares of Common Stock transferred by the reporting person to
an irrevocable trust for the benefit of 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 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
18,741 shares held by Delmonte Investments LLC, of which the reporting person is
a member.
(2) The options vested as to 250,000 shares on 5/22/00 and vests as to the remaining
750,000 shares in 36 equal monthly installments beginning on 6/22/00.
/s/ Brian G. Kelly May 1, 2001
**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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