SEC Form 4 · accession 0001209191-16-138203
DreamWorks Animation SKG, Inc. · DWA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ann Daly
Officer — President
Period of report
Aug 22, 2016
Accepted (ET)
Aug 22, 2016 · 7:35 pm EDT
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,F2 | Aug 22, 2016 | D | 655,167 | $41.00 | D | 0 | D | |
| Class A Common Stock, par value $0.01 per shareF1,F3 | Aug 22, 2016 | D | 231,079 | $41.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1,F4 | $28.80 | Aug 19, 2016 | D | 156,250 | D | — | Nov 6, 2022 | Class A Common Stock | 156,250 | 0 | D |
| Stock Appreciation RightsF1,F4 | $31.37 | Aug 19, 2016 | D | 163,010 | D | — | Nov 10, 2025 | Class A Common Stock | 163,010 | 0 | D |
Explanation of responses
- F1On August 22, 2016, Comcast Corporation, a Pennsylvania corporation ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), among the Issuer, Parent and Comcast Paris NewCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). In accordance with terms of the Merger Agreement, Merger Sub merged with and into Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly ownerd subsidiary of Parent. The Merger is more fully described in the Issuer's information statement filed with the Securities and Exchange Commission on July 11, 2016.
- F2Pursuant to the terms of the Merger Agreement, at the Effective Time( as defined in the Merger Agreement), each outstanding share of the Issuer's Class A common stock owned by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive $41.00 in cash (the "per share merger consideration"), without interest and less any applicable withholding taxes.
- F3Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit with respect to the Issuer's Class A common stock held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the per share merger consideration multiplied by (ii) the number of shares of the Issuer's Class A common stock subjected to such restricted stock unit, without interest and less any applicable withholding taxes.
- F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock appreciation right with respect to the Issuer's Class A common stock held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the per share merger consideration minus the exercise price per share of the Issuer's Class A common stock subjected to such stock appreciation right multiplied by (ii) the number of shares of the Issuer's Class A common stock subject to such stock appreciation right, without interest and less any applicable withholding taxes.