Edgar Filing: ACTIVISION INC /NY

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VRABECK KATHY P

2. Issuer Name and Ticker or Trading Symbol
ACTIVISION INC /NY [ATVI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Pres. of Activision Publishing

(Last)

(First)

(Middle)

3100 OCEAN PARK BLVD, STE 1000

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

(Street)

SANTA MONICA, CA 90405

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.000001 per share	02/09/2005		M		50,625	A	$ 6.1852	58,118	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		84,375	A	$ 3.6296	142,493	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		50,623	A	$ 2.5556	193,116	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		56,250	A	$ 9.6978	249,366	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		20,627	A	$ 6.4578	269,993	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		18,754	A	$ 6.4578	288,747	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		M		22,500	A	$ 6.4578	311,247	D ⁽¹⁾
Common Stock, par value $.000001 per share	02/09/2005		S		303,754	D	$ 23.06	7,493	D ⁽¹⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options

$ 6.1852

02/09/2005

50,625

⁽²⁾

04/04/2011

Common Stock

50,625

$ 0

Employee Stock Options

$ 3.6296

02/09/2005

84,375

⁽³⁾

08/05/2009

Common Stock

84,375

$ 0

Employee Stock Options

$ 2.5556

02/09/2005

50,623

⁽⁴⁾

08/03/2010

Common Stock

50,623

$ 0

Employee Stock Options

$ 9.6978

02/09/2005

56,250

⁽⁵⁾

10/02/2012

Common Stock

56,250

$ 0

168,750

Employee Stock Options

$ 6.4578

02/09/2005

20,627

⁽⁶⁾

03/20/2013

Common Stock

20,627

$ 0

28,873

Employee Stock Options

$ 6.4578

02/09/2005

18,754

⁽⁷⁾

03/20/2013

Common Stock

18,754

$ 0

26,246

Employee Stock Options

$ 6.4578

02/09/2005

22,500

⁽⁸⁾

03/20/2013

Common Stock

22,500

$ 0

90,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VRABECK KATHY P 3100 OCEAN PARK BLVD STE 1000 SANTA MONICA, CA 90405			Pres. of Activision Publishing

Signatures

/s/ George L. Rose (Attorney-In-Fact)		02/11/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Filer also indirectly owns 6,000 shares of Common Stock by virtue of reporting person's spouse's ownership of 6,000 shares of Company Common Stock.
(2)	The options vested in four equal installments semiannually, beginning on 10/1/01, except that the vesting of the third and fourth installments could have been accelerated.
(3)	The options vested annually in three equal installments beginning on 8/5/00.
(4)	The options vested 20% on 2/3/01; 10% on each of 8/3/01, 2/3/02, 8/3/02, 2/3/03, 8/3/03, and 2/3/04; and 20% on 8/3/04.
(5)	The options vest in four equal installments beginning on 4/1/04, however, the fourth installment may vest on an accelerated basis if certain earnings and other financial goals are met.
(6)	26,627 of the options have vested. The original option grant provided one half of the such options would vest in three equal annual installments beginning on 4/1/04. The second half of the option will vest on April 1, 2009, but may vest on an accelerated basis if certain earning and other financial goals were met.
(7)	18,754 of the options have vested. The original option grant provided one half of the such options would vest in three equal annual installments beginning on 4/1/04. The second half of the option will vest on April 1, 2009, but may vest on an accelerated basis if certain earning and other financial goals were met.
(8)	22,500 of the options have vested. The original options granted provided that such options would vest in five equal annual installments beginning on April 1, 2004.
Remarks: George L. Rose was granted a power of attorney to sign all Forms 4 and Forms 5 on behalf of Kathy P. Vrabeck.

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