SEC Form 4 · accession 0001209191-16-100741
DreamWorks Animation SKG, Inc. · DWA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fazal F Merchant
Officer — Chief Financial Officer
Period of report
Feb 17, 2016
Accepted (ET)
Feb 19, 2016 · 8:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297401
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHAREF1 | Feb 17, 2016 | A | 10,208 | $0.00 | A | 48,230 | D | |
| CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | Feb 17, 2016 | F | 3,805 | $21.71 | D | 44,425 | D | |
| CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHAREF2 | Feb 17, 2016 | A | 30,626 | $0.00 | A | 75,051 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Class A Common Stock acquired upon settlement of 25% of an award of performance-based restricted stock units (the "162(m) RSUs") granted to Mr. Merchant on November 3, 2014, under the Company's Amended and Restated 2008 Omnibus Incentive Compensation Plan. The 162(m) RSUs were previously disclosed in the Definitive Proxy Statement for the Company's 2015 Annual Meeting of Stockholders. The vesting of all of the 162(m) RSUs was subject to achievement of performance goals for the 2015 performance period, as well as continued service through the applicable vesting date. On February 17, 2016, the Compensation Committee of the Company's Board of Directors certified that the applicable performance goals were achieved with respect to the 162(m) RSUs and, thus, the first 25% of the 162(m) RSUs vested.
- F2Represents the remaining 75% of the 162(m) RSUs. Such 162(m) RSUs remain subject to service-based vesting conditions, and will vest in equal installments on November 3, 2016, 2017 and 2018, subject to the reporting person's continued employment through the applicable vesting date.