Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Activision Blizzard, Inc.
(Name of Issuer)
Common Stock, $0.000001 par value
(Title of Class of Securities)
00507V109
(CUSIP Number)
George E. Bushnell III, Esq.
Senior Vice President and Deputy General Counsel
Vivendi S.A
800 Third Avenue, 5th Floor
New York, New York 10022
Telecopy: (212) 572-7496
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 15, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
00507V109 
  

 

           
1   NAMES OF REPORTING PERSONS

Vivendi S.A.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, BK, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  France
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   683,643,890
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    683,643,890
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  683,643,890
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
N/A
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.7%1
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC
1 Based upon 1,144,219,705 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.

 

                     
CUSIP No.
  
00507V109 
  

 

           
1   NAMES OF REPORTING PERSONS

Vivendi Holding I Corp.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   683,643,890
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    683,643,890
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  683,643,890
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
N/A
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.7%2
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
2 Based upon 1,144,219,705 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.

 

                     
CUSIP No.
  
00507V109 
  

 

           
1   NAMES OF REPORTING PERSONS

Vivendi Games Acquisition Company
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   683,643,890
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    683,643,890
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  683,643,890
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
N/A
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.7%3
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
3 Based upon 1,144,219,705 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.

 

                     
CUSIP No.
  
00507V109 
  

 

           
1   NAMES OF REPORTING PERSONS

VGAC LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   683,643,890
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    683,643,890
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  683,643,890
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
N/A
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.7%4
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
4 Based upon 1,144,219,705 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on July 18, 2008 (the “Original Filing”) by the Filing Persons relating to the common stock, par value $0.000001 per share (“Common Stock”) of Activision Blizzard, Inc., a Delaware corporation (the “Issuer”). Information reported in the Original Filing remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Original Filing.
Item 2 of the Original Filing is hereby amended as follows:
The third paragraph of Item 2 of the Original Filing is hereby amended and restated in its entirety to read as follows:
The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director of Vivendi, VHI, VG Acquisition and VGAC are set forth in Schedules I-A, I-B, I-C and I-D, respectively, and are incorporated into this Item 2 by reference. The name, present principal occupation or employment and citizenship of each executive officer of Vivendi, VHI, VG Acquisition and VGAC are set forth in Schedules II-A, II-B, II-C and II-D, respectively, and are incorporated into this Item 2 by reference.
Item 5 of the Original Filing is hereby amended and restated as follows:
(a) As of the date of this Amendment, the Filing Persons beneficially owned in the aggregate 683,643,890 Shares, constituting 59.7% of the outstanding Shares. The percentage of Shares owned is based upon 1,144,219,705 Shares outstanding as of November 1, 2011.
(b) The number of Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Filing Persons is set forth on the cover page in items 7 through 10. The information in such items is incorporated herein by reference.
(c) In the 60 days preceding the filing of this Amendment, the Filing Persons engaged in the following transactions in the Issuer’s Common Stock (each such sale was effected directly by VGAC LLC as the direct owner of the Shares):
             
Date   Transaction   Number of Shares Disposed   Price
11/15/2011  
Rule 144 Sale to Market Maker
  35,000,000   $12.05
(d) Not applicable
(e) Not applicable
Item 6 of the Original Filing is hereby amended by adding the following language at the end thereof:
In connection with a sale of Shares on November 15, 2011, Vivendi entered into a lock-up agreement with the purchaser of such Shares, pursuant to which Vivendi agreed not to sell, pledge or otherwise dispose of any additional Shares for a period of 90 days following such sale.

 

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 17, 2011
         
  VIVENDI S.A.
 		  
  By:   /s/ George E. Bushnell III   
    Name:   George E. Bushnell III   
    Title:   Senior Vice President and
Deputy General Counsel 		  
 
  VIVENDI HOLDING I CORP.
 		  
  By:   /s/ George E. Bushnell III   
    Name:   George E. Bushnell III   
    Title:   President   
 
  VIVENDI GAMES ACQUISITION COMPANY
 		  
  By:   /s/ George E. Bushnell III   
    Name:   George E. Bushnell III   
    Title:   President   
 
  VGAC LLC
 		  
  By:   /s/ George E. Bushnell III   
    Name:   George E. Bushnell III  
    Title:    President and Secretary   

 

 

 

SCHEDULE I-A
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.
Unless otherwise specified, each person listed below is a citizen of France.
         
    Present principal occupation or   Principal Business Address and
Name   employment   Citizenship (if other than France)
Management Board
        
 
        
Jean-Bernard Lévy *
  Chief Executive Officer and Chairman of the Management Board, Vivendi   42, avenue de Friedland, 75008 Paris, France
 
        
Abdeslam Ahizoune
  Chairman of the Management Board, Maroc Telecom   Avenue Annakhil, Hay Riad, Rabat, Morocco; citizen of Morocco
 
        
Philippe Capron
  Chief Financial Officer, Vivendi   42, avenue de Friedland, 75008 Paris, France
 
        
Frank Esser
  Chief Executive Officer and Chairman, SFR   Tour Sequoia, 1 place Carpeaux, 92915 Paris La Defense cedex, France; citizen of Germany
 
        
Amos Genish
  Chief Executive Officer and Vice-Chairman, GVT   Lourenço Pinto Street, Curitiba — PR, Brazil; citizen of Israel
 
        
Lucian Grainge
  Chief Executive Officer and Chairman, Universal Music Group   2220 Colorado Avenue, Santa Monica 90404, USA; citizen of the UK
 
        
Bertrand Meheut
  Chairman of the Management Board, Canal+ Group   1 place du Spectacle, 92263 Issy Les Moulineaux cedex 9, France
 
        
Supervisory Board:
        
 
        
Jean-René Fourtou
  Chairman of the Supervisory Board, Vivendi   42, avenue de Friedland, 75008 Paris, France
 
        
Henri Lachmann
  Chairman of the Supervisory Board, Schneider Electric SA   35, rue Joseph Monier, 92500 Rueil-Malmaison, France
 
        
Claude Bébéar
  Honorary Chairman of the Supervisory Board, Axa Group   25, avenue Matignon 75008 Paris, France
 
        
Daniel Camus
  Director, Valeo S.A.   151, boulevard Haussmann, 75008 Paris, France
 
        
Jean-Yves Charlier
  Chief Executive Officer, Promethean (UK)   Promethean House, Lower Philips Road, Blackburn, Lancashire BB1 5TH, UK; citizen of Belgium
 
        
Maureen Chiquet
  Chief Executive Officer and Chairman, Chanel   9 West 57th Street, New York, 10019, USA; citizen of the United States
 
        
Philippe Donnet
  Director, Gecina   164 Mount Pleasant Road, 298355 Singapore
 
        
Dominique Hériard Dubreuil
  Chairwoman of the Board of Directors, Rémy Cointreau   21, boulevard Haussmann, 75008 Paris, France

 

 

 

         
    Present principal occupation or   Principal Business Address and
Name   employment   Citizenship (if other than France)
Aliza Jabès
  Chairwoman, Laboratoire Nuxe   Groupe Nuxe, 19, rue Péclet, 75015 Paris, France
 
        
Christophe de Margerie
  Chief Executive Officer and Chairman, Total   2, place Jean Millier, 92078 Paris La Défense 6, France
 
        
Pierre Rodocanachi
  Chief Operating Officer, Management Patrimonial Conseil   40, rue La Perouse, 75116 Paris, France
 
        
Jacqueline Tammenons Bakker
  Business professional   Duinweg 85, 2585 The Hague, The Netherlands; citizen of The Netherlands
     
*   Mr. Levy, who is a director of the Issuer, beneficially owns 7,000 shares of the Issuer’s common stock.

 

 

 

SCHEDULE I-B
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of VHI are set forth below.
All directors listed below are citizens of the United States, with the exception of Frederic Crepin, who is a citizen of France.
         
    Present principal occupation or    
Name   employment   Principal Business Address
George E. Bushnell III
  Senior Vice President, Deputy General Counsel, VHI   800 Third Avenue, New York NY 10022
 
        
Frederic Crepin *
  Senior Vice President, Head of Legal Department, Vivendi   42 avenue Friedland, 75008 Paris, France
 
        
Debra Ford
  Director, Corporate Transactions, VHI   800 Third Avenue, New York NY 10022
     
*   Mr. Crepin, who is a director of the Issuer, beneficially owns 7,000 shares of the Issuer’s common stock.

 

 

 

SCHEDULE I-C
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of VG Acquisition are set forth below.
Each of the directors listed below are citizens of the United States.
           
    Present principal occupation or    
Name   employment   Principal Business Address
George E. Bushnell III
  Senior Vice President, Deputy General Counsel, VHI   800 Third Avenue, New York NY 10022  
 
          
Debra Ford
  Director, Corporate Transactions, VHI   800 Third Avenue, New York NY 10022  

 

 

 

SCHEDULE I-D
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of VGAC are set forth below.
Each of the directors listed below are citizens of the United States.
         
    Present principal occupation or    
Name   employment   Principal Business Address
George E. Bushnell III
  Senior Vice President, Deputy General Counsel, VHI   800 Third Avenue, New York NY 10022
 
Debra Ford
  Director, Corporate Transactions, VHI   800 Third Avenue, New York NY 10022

 

 

 

SCHEDULE II-A
The name and present principal occupation or employment of each member of the management team of Vivendi are set forth below.
Each of the persons identified below is a citizen of France, with the exception of Simon Gillham, who is a citizen of Britain.
The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.
     
Name   Present principal occupation or employment
Jean-Bernard Lévy *  
Chief Executive Officer and Chairman of the Management Board, Vivendi; Chairman, Activision Blizzard; Chairman, GVT
   
 
Philippe Capron *  
Chief Financial Officer and Member of the Management Board, Vivendi
   
 
Régis Turrini *  
Senior Executive Vice President, Strategy and Development, Vivendi
   
 
Stéphane Roussel *  
Senior Executive Vice President, Human Resources, Vivendi
   
 
Simon Gillham  
Senior Executive Vice President, Communications and Sustainable Development, Vivendi
   
 
Jean-François Dubos  
Senior Executive Vice-President and General Counsel; Secretary of the Management and Supervisory Boards, Vivendi
   
 
Sandrine Dufour  
Executive Vice President, Innovation and Deputy Chief Financial Officer, Vivendi
     
*   Messrs. Lévy, Turrini, Capron and Roussel are each directors of the Issuer and each beneficially owns 7,000 shares of the Issuer’s common stock.

 

 

 

SCHEDULE II-B
The name and title (at VHI) and present principal occupation or employment of each member of the management team of VHI are set forth below.
All executive officers listed below are citizens of the United States, with the exception of Sebastien Duforest, who is a citizen of Canada.
The business address of each of the executive officers listed below is 800 Third Avenue, 5th Floor, New York, New York 10022.
     
Name and Title   Present Principal Occupation or Employment
George E. Bushnell III, President and Secretary  
Senior Vice President, Deputy General Counsel, VHI
   
 
Greg Csernica, Vice President  
Director, Administrative Services, VHI
   
 
Sebastien Duforest, Vice President  
Vice President Audit, North America-Latin America, VHI
   
 
Debra Ford, Vice President, Assistant Secretary and Treasurer  
Director, Corporate Transactions, VHI
   
 
Robert Greenberg, Vice President  
Senior Vice President, Global Compensation and Benefits of Vivendi, VHI
   
 
Stuart Chessman, Assistant Secretary  
Director, International Taxes, VHI
   
 
James Fisher, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Robert Moseley, Assistant Secretary  
Director, Domestic Tax Accounting and Compliance, VHI
   
 
John O’Keefe, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Brian Zuro, Assistant Secretary  
Corporate Counsel, VHI

 

 

 

SCHEDULE II-C
The name and title (at VG Acquisition) and present principal occupation or employment of each member of the management team of VG Acquisition are set forth below.
All executive officers listed below are citizens of the United States.
The business address of each of the executive officers listed below is 800 Third Avenue, 5th Floor, New York, New York 10022.
     
Name and Title   Present Principal Occupation or Employment
George E. Bushnell III, President, Secretary and Controller  
Senior Vice President, Deputy General Counsel, VHI
   
 
Debra Ford, Vice President, Assistant Secretary and Treasurer  
Director, Corporate Transactions, VHI
   
 
Stuart Chessman, Assistant Secretary  
Director, International Taxes, VHI
   
 
James Fisher, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Robert Moseley, Assistant Secretary  
Director, Domestic Tax Accounting and Compliance, VHI
   
 
John O’Keefe, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Brian Zuro, Assistant Secretary  
Corporate Counsel, VHI

 

 

 

SCHEDULE II-D
The name and title (at VGAC) and present principal occupation or employment of each member of the management team of VGAC are set forth below.
All executive officers listed below are citizens of the United States.
The business address of each of the executive officers listed below is 800 Third Avenue, 5th Floor, New York, New York 10022.
     
Name and Title   Present Principal Occupation or Employment
George E. Bushnell III, President, Secretary and Controller  
Senior Vice President, Deputy General Counsel, VHI
   
 
Debra Ford, Vice President, Assistant Secretary and Treasurer  
Director, Corporate Transactions, VHI
   
 
Stuart Chessman, Assistant Secretary  
Director, International Taxes, VHI
   
 
James Fisher, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Robert Moseley, Assistant Secretary  
Director, Domestic Tax Accounting and Compliance, VHI
   
 
John O’Keefe, Assistant Secretary  
Assistant Director, Research & Planning, VHI
   
 
Brian Zuro, Assistant Secretary  
Corporate Counsel, VHI