X0202 4 2006-01-31 0 0001297401 DreamWorks Animation SKG, Inc. DWA 0001306911 KATZENBERG JEFFREY C/O M&J K DREAM LIMITED PARTNERSHIP 1000 FLOWER STREET GLENDALE CA 91201 1 1 1 0 CHIEF EXECUTIVE OFFICER 0001306864 M&JK DREAM LIMITED PARTNERSHIP X1 0 0 1 0 0001307055 M&J K DREAM CORP X1 0 0 1 0 0001306852 M & JK B LIMITED PARTNERSHIP X1 0 0 1 0 Class A Common Stock, par value $0.01 per share 2006-01-31 4 S 0 525929 D 618571 D On January 31, 2006, Viacom acquired DreamWorks L.L.C. ("DW LLC") for $1.6 billion in cash and debt assumption. As a result of the acquisition, beneficial ownership of the 525,929 shares of issuer Class A common stock held by DW LLC was transferred from DW LLC's members (including entities controlled by each of Steven Spielberg, Jeffrey Katzenberg and David Geffen as managing members) to Viacom, although DW LLC remains the owner of all 525,929 shares as of the date of this report. Jeffrey Katzenberg (on behalf of himself and M&J K Dream L.P., M&J K B L.P. and M&J K Dream Corp.) disclaims beneficial ownership of the issuer common stock held by DW LLC at the closing of the acquisition except to the extent of his 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 for any other purpose. This report is filed jointly by Jeffrey Katzenberg, M&J K Dream L.P., M&J K B L.P. and M&J K Dream Corp. Jeffrey Katzenberg 2006-02-01 M&J K Dream Limited Partnership by: M&J K Dream Corp., General Partner by /s/ Jeffrey Katzenberg 2006-02-01 M&J K B Limited Partnership by: M&J K Dream Corp., General Partner by: /s/ Jeffrey Katzenberg 2006-02-01 M&J K Dream Corp. by /s/ Jeffrey Katzenberg 2006-02-01