| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DreamWorks Animation SKG, Inc. [ DWA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2006 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/20/2006 | S | 725,568(1)(2) | D | $26.53 | 429,040 | I | See Footnote(2) | ||
| Class A Common Stock | 11/20/2006 | S | 7,726,076 | D | $26.53 | 21,225,736(3) | I | See Footnote(3) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Program | (4) | 11/20/2006 | S | 1 | 11/20/2006 | (5) | Class A Common Stock | 21,654,776 | (4) | 1 | I | See Footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Sale of securities held directly by DWA Escrow LLLP ("Holdco"). |
| 2. DW Investment II, Inc. ("DWI II"), which is wholly owned by Paul G. Allen, and, indirectly, Paul G. Allen, may be deemed to share investment control of Holdco and to be indirect beneficial owners of securities held directly by Holdco. Each of DWI II and Paul G. Allen disclaims beneficial ownership of securities held by Holdco except to the extent of its or his pecuniary interest therein. |
| 3. Includes securities directly owned by DWI II that were previously directly held by Holdco. On November 20, 2006, DWI II elected to receive an aggregate of 21,225,736 shares of Class A Common Stock previously held by Holdco, pursuant to Holdco?s partnership agreement. |
| 4. Vulcan, Inc. ("Vulcan"), of which Paul G. Allen is the sole shareholder, is party to an agreement (the "Agreement"), effective November 20, 2006, pursuant to which a certain investment manager of Vulcan has a right to receive from Vulcan a performance-based fee based on the performance of certain assets of the Reporting Persons, including the Reporting Persons' interests in the Issuer's Class A Common Stock. |
| 5. August 1, 2009, although this date may be earlier or later under certain circumstances pursuant to the terms of the Agreement. |
| 6. The underlying securities are held in part directly by DWI II and in part directly by Holdco. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purposes. |
| Remarks: |
| /s/ Greg Landis, Attorney-in-Fact for Paul G. Allen | 11/22/2006 | |
| DW Investment II, Inc. By: /s/ Greg Landis, Vice President | 11/22/2006 | |
| ** 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 4 (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. | ||