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^*

Sullivan Richard

(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)
10/30/2009

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)	Other (specify below)
	Head of Corporate Finance

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	27,349	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)
Employee Stock Option (right to buy)	⁽¹⁾	01/24/2015	Class A Common Stock	13,489	$34.75	D
Stock Appreciation Rights	⁽²⁾	11/28/2016	Class A Common Stock	1,400	$28.8	D
Stock Appreciation Rights	⁽³⁾	11/02/2017	Class A Common Stock	1,375	$31.37	D
Stock Appreciation Rights	⁽⁴⁾	03/03/2018	Class A Common Stock	19,736	$25.91	D
Stock Appreciation Rights	⁽⁵⁾	10/31/2018	Class A Common Stock	18,197	$28.1	D

Explanation of Responses:

1. The stock options were issued pursuant to DreamWorks Animation SKG, Inc.'s 2004 Omnibus Incentive Compensation Plan (the "2004 Plan"). They vest in five equal installments beginning January 24, 2006 and ending January 24, 2010. The stock opions expire on the tenth anniversary of their grant date.

2. The stock appreciation rights were issued pursuant to the 2004 Plan. They vest in four equal annual installments beginning November 28, 2007 and ending on November 28, 2010. The stock appreciation rights expire on the tenth anniversary of their grant date.

3. The stock appreciation rights were issued pursuant to the 2004 Plan. They vest in four equal annual installments beginning November 2, 2008 and ending on November 2, 2011. The stock appreciation rights expire on the tenth anniversary of their grant date.

4. The stock appreciation rights were issued pursuant to the 2004 Plan. They vest in four equal annual installments beginning March 3, 2009 and ending on March 3, 2012. The stock appreciation rights expire on the tenth anniversary of their grant date.

5. The stock appreciation rights were issued pursuant to DreamWorks Animation SKG, Inc.'s 2008 Omnibus Incentive Compensation Plan. They vest in four equal annual installments beginning October 31, 2009 and ending on October 31, 2012. The stock appreciation rights expire on the tenth anniversary of their grant date.

	Robert A. Kelly, as Attorney-in-Fact for Richard Sullivan	11/03/2009
	** 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).
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