DreamWorks Animation SKG, Inc.
|
(Name of Issuer)
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Class A Common Stock (par value $.01 per share)
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(Title of Class of Securities)
|
26153 10 3
|
(CUSIP Number)
|
December 31, 2015
|
(Date of Event which Requires Filing of this Statement)
|
o
|
Rule 13d-1(b)
|
|
o
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Rule 13d-1(c)
|
|
x
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Rule 13d-1(d)
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CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
JEFFREY KATZENBERG
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
8,865,263
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
8,865,263
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,865,263
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON
I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
M&J K B LIMITED PARTNERSHIP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
8,865,263
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,865,263
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,865,263
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 4 of 10
|
1
|
NAME OF REPORTING PERSON
I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
M&J K DREAM LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
8,865,263
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,865,263
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,865,263
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 5 of 10
|
1
|
NAME OF REPORTING PERSON
I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
M&J K DREAM CORP.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
8,865,263
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,865,263
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,865,263
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 6 of 10
|
Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Persons Filing:
|
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 7 of 10
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
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Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d).
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Item 4.
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Ownership:
Percentage ownership is based on 78,109,817 shares of Class A Common Stock outstanding per the Company’s Form 10-Q for the quarterly period ended September 30, 2015. In addition, for purposes of this calculation, the aggregate of 7,838,731 shares of Class B Common Stock held of record by M&J K B and M&J K Dream have been deemed to be outstanding shares of Class A Common Stock in accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. Shares of Class B Common Stock are currently convertible into shares of Class A Common Stock on a one-for-one basis and do not expire. Mr. Katzenberg directly or indirectly controls each of the other Katzenberg Shareholders.
For each Reporting Person:
|
(a).
|
Amount beneficially owned:
See the response to Item 9 on the attached cover pages.
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 8 of 10
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(b).
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Percent of Class:
See the response to Item 11 on the attached cover pages.
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(c).
|
Number of shares as to which such person has:
|
Item 5.
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Ownership of Five Percent or Less of a Class
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 9 of 10
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certifications
|
CUSIP No. 26153 10 3
|
SCHEDULE 13G |
Page 10 of 10
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JEFFREY KATZENBERG
|
|
/s/ Jeffrey Katzenberg
|
|
Name: Jeffrey Katzenberg
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M&J K B LIMITED PARTNERSHIP
|
||
By:
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/s/ Jeffrey Katzenberg
|
|
Name: Jeffrey Katzenberg
Title: Authorized Person
|
M&J K DREAM LLC
|
||
By:
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/s/ Michael Rutman
|
|
Name: Michael Rutman
Title: Vice President
|
M&J K DREAM CORP.
|
||
By:
|
/s/ Michael Rutman
|
|
Name: Michael Rutman
Title: Vice President
|