SEC Form 4 · accession 0001209191-16-138212

DreamWorks Animation SKG, Inc. · DWA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey Katzenberg

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Aug 22, 2016

Accepted (ET)

Aug 22, 2016 · 7:47 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	D/I	Nature of ownership
Class A Common Stock, par value $0.01 per share^F1,F2	Aug 22, 2016	D	346,715	$41.00	D	D
Class A Common Stock, par value $0.01 per share^F1,F3	Aug 22, 2016	D	1,000,814	$41.00	D	I	By Trust
Class B Common Stock, par value $0.01 per share^F1,F4,F5	Aug 22, 2016	D	7,838,731	$41.00	D	I	See Note

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F1,F6	$24.28	Aug 22, 2016	D	800,000	D	—	May 1, 2019	Class A Common Stock	800,000	0	D
Stock Appreciation Rights^F1,F6	$35.30	Aug 22, 2016	D	269,796	D	—	Oct 29, 2020	Class A Common Stock	269,796	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.
F4The 7,838,731 outstanding shares of the Issuer's Class B common stock are owned by M&JKB Limited Partnership, M&J K Dream LLC and M&J K B Dream Corp., entities controlled by Mr. Katzenberg.
F5Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of the Issuer's Class B common stock held by M&JKB Limited Partnership, M&J K Dream LLC and M&J K B Dream Corp., immediately prior to the Effective Time was cancelled and converted into the right to receive the per share merger consideration, without interest and less any applicable withholding taxes.
F6Pursuant 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.