SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DAMASCHKE WILLIAM J.

(Last)

(First)

(Middle)

C/O DREAMWORKS ANIMATION SKG, INC.

1000 FLOWER STREET

(Street)

GLENDALE

91201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2007

3. Issuer Name and Ticker or Trading Symbol
DreamWorks Animation SKG, Inc. [ DWA ]

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

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Co-President of Production		Pres. of Live Theatrical Prod.

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	180,246	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/27/2014	Class A Common Stock	653	$22.43	D
Stock Option (right to buy)	⁽²⁾	10/27/2014	Class A Common Stock	1,741	$26.92	D
Stock Option (right to buy)	⁽³⁾	10/27/2014	Class A Common Stock	5,223	$37.48	D
Stock Option (right to buy)	⁽⁴⁾	10/27/2014	Class A Common Stock	2,075	$28	D
Stock Option (right to buy)	⁽⁵⁾	10/27/2014	Class A Common Stock	133,929	$28	D
Stock Appreciation Rights	⁽⁶⁾	08/03/2017	Class A Common Stock	116,843	$32.86	D

Explanation of Responses:

1. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan. The options vested as follows: (a) 4,570 shares on October 27, 2004; and (b) 653 shares on January 1, 2005.

2. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan. The options vested as follows: (a) 5,223 shares on October 27, 2004; (b) 871 shares on August 1, 2005; and (c) 870 shares on August 1, 2006.

3. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan. The options vested on October 27, 2004.

4. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan. The options vest as follows: (a) 415 shares on October 27, 2005; (b) 415 shares on October 27, 2006; (c) 415 shares on October 27, 2007; (d) 415 shares on October 27, 2008; and (e) 415 shares on October 27, 2009.

5. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan. The options vest as follows: (a) 20,089 shares on October 2005; (b) 20,089 shares on October 27, 2006; (c) 20,089 shares on October 27, 2007; (d) 20,089 shares on October 27, 2008; (e) 20,089 shares on October 27, 2009; (f) 16,742 shares on October 27, 2010; and (g)16,742 shares on October 27, 2011.

6. The stock appreciation rights were issued pursuant to DreamWorks Animation SKG's 2004 Omnibus Incentive Compensation Plan. They vest in four annual installments beginning on August 3, 2008 and ending on August 3, 2001. The stock appreciation rights expire on the tenth anniversary of the grant date.

	Robert A. Kelly, as Attorney-in-Fact for William J. Damaschke	11/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.