| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
DreamWorks Animation SKG, Inc. [ DWA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/09/2007 | S | 15,000,000(1) | D | $31.16 | 6,654,776 | I | See Footnote(2) | ||
| Class A Common Stock | 08/09/2007 | C | 1 | A | (3) | 6,654,777 | I | See Footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class C Common Stock | (3) | 08/09/2007 | C | 1 | (3) | (3) | Class A Common Stock | 1 | (3) | 0 | I | See Footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Sale of securities held directly by DW Investment II, Inc. ("DWI II"), which is wholly owned by Paul G. Allen. Includes 10,186,137 shares of Class A common stock sold in an underwritten public offering and 4,813,863 shares of Class A common stock sold to the Issuer. |
| 2. Includes 6,071,831 shares held directly by DWI II and 582,945 shares held by DWA Escrow LLLP ("Holdco"), of which DWI II is the sole general partner. DWI II, 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. Shares of Class C Common Stock convert automatically into Class A Common Stock on a one-for-one basis upon the reporting person's beneficial ownership of the Issuer's common stock falling below a pre-determined threshold. |
| 4. Includes 6,071,832 shares held directly by DWI II and 582,945 shares held by DWA Escrow LLLP ("Holdco"), of which DWI II is the sole general partner. DWI II, 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. |
| 5. Held by DWI II. |
| Remarks: |
| /s/ W. Lance Conn, Attorney-in-Fact for Paul G. Allen | 08/09/2007 | |
| DW Investment II, Inc. By: /s/ W. Lance Conn, Vice President | 08/09/2007 | |
| ** 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. | ||