X0202 4 2006-11-20 0 0001297401 DreamWorks Animation SKG, Inc. DWA 0001307029 DWA Escrow LLLP C/O DG-DW, L.P. 12011 SAN VICENTE BLVD, SUITE 606 LOS ANGELES CA 90049 0 0 1 0 Class A Common Stock, par value $0.01 per share 2006-11-20 4 C 0 35164952 A 35164952 D Class A Common Stock, par value $0.01 per share 2006-11-20 4 J 0 1792720 D 33372232 D Class A Common Stock, par value $0.01 per share 2006-11-20 4 S 0 840315 26.53 D 32531917 D Class A Common Stock, par value $0.01 per share 2006-11-20 4 J 0 21225736 D 11306181 D Class A Common Stock, par value $0.01 per share 2006-11-20 4 J 0 3554761 D 7751420 D Class B Common Stock, par value $0.01 per share 2006-11-20 4 C 0 35164952 A Class A Common Stock 35164952 14523382 D In connection with the underwritten sale of shares (the ?Follow-On Offering?) of Class A common stock of DreamWorks Animation SKG, Inc. (?DWA?) by DWA Escrow LLLP (?Holdco?), DW Investment II, Inc. (?DWI II?) and Lee Entertainment L.L.C. (?Lee?) on November 20, 2006 and pursuant to the terms of Holdco?s partnership agreement, all 49,688,334 shares of Class B common stock of DWA held by Holdco were permanently allocated among its partners. Because 35,164,952 shares of such Class B common stock were allocated to partners of Holdco other than entities controlled by Jeffrey Katzenberg and David Geffen, Holdco was required to convert such shares of Class B common stock into shares of Class A common stock. Immediately prior to the consummation of the Follow-On Offering, Holdco distributed to DW Holdco LLC (?DW Holdco? ), a partner in Holdco, all 1,792,720 shares of Class A common stock previously allocated to DW Holdco pursuant to the terms of Holdco?s partnership agreement. Such shares were permanently allocated to DW Holdco based upon a valuation of $26.53 per share. DW Holdco immediately sold all 1,792,720 shares of Class A common stock distributed to it by Holdco to the underwriters for the Follow-On Offering at a price of $26.53 per share. Pursuant to the terms of Holdco?s partnership agreement, Holdco sold an aggregate of 840,315 shares of Class A common stock to the underwriters for the Follow-On Offering on behalf of DWI II and Lee. All cash proceeds from Holdco?s sale of shares in the Follow-On Offering were distributed to DWI II and Lee, in proportion to the number of shares sold by Holdco on their respective behalf. On November 20, 2006, DWI II elected to receive an aggregate of 21,225,736 shares of Class A common stock allocated to it, and Lee elected to receive an aggregate of 3,554,761 shares of Class A common stock allocated to it, in each case pursuant to the terms of Holdco?s partnership agreement. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. The Class B Common Stock is convertible at any time into Class A Common Stock and does not expire. Holdco was organized for the sole purpose of holding and allocating shares of DWA?s common stock contributed to it by its partners. In connection with the Follow-On Offering, all shares of common stock held by Holdco on behalf of its partners were permanently allocated to such partners pursuant to the terms of Holdco?s partnership agreement. Holdco expressly disclaims beneficial ownership of all shares of DWA common stock held by it (which have been permanently allocated to its partners) and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act or for any other purpose. DWA Escrow LLP by: DG-DW, Inc., General Partner by: Richard Sherman Chief Financial Officer 2006-11-22