0001209191-16-138195.txt : 20160822
0001209191-16-138195.hdr.sgml : 20160822
20160822192737
ACCESSION NUMBER: 0001209191-16-138195
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160822
FILED AS OF DATE: 20160822
DATE AS OF CHANGE: 20160822
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DreamWorks Animation SKG, Inc.
CENTRAL INDEX KEY: 0001297401
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812]
IRS NUMBER: 680589190
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: GRANDVIEW BUILDING
STREET 2: 1000 FLOWER STREET
CITY: GLENDALE
STATE: CA
ZIP: 91201
BUSINESS PHONE: (818) 695-5000
MAIL ADDRESS:
STREET 1: GRANDVIEW BUILDING
STREET 2: 1000 FLOWER STREET
CITY: GLENDALE
STATE: CA
ZIP: 91201
FORMER COMPANY:
FORMER CONFORMED NAME: DreamWorks Animation, Inc.
DATE OF NAME CHANGE: 20040715
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CHANG JOHN ANDREW
CENTRAL INDEX KEY: 0001478532
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32337
FILM NUMBER: 161846225
MAIL ADDRESS:
STREET 1: DREAMWORKS ANIMATION SKG, INC.
STREET 2: 1000 FLOWER STREET
CITY: GLENDALE
STATE: CA
ZIP: 91201
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-22
1
0001297401
DreamWorks Animation SKG, Inc.
DWA
0001478532
CHANG JOHN ANDREW
DREAMWORKS ANIMATION SKG, INC.
1000 FLOWER STREET
GLENDALE
CA
91201
0
1
0
0
General Counsel
Class A Common Stock, par value $0.01 per share
2016-08-22
4
D
0
23845
41.00
D
0
D
Class A Common Stock, par value $0.01 per share
2016-08-22
4
D
0
35095
41.00
D
0
D
Stock Appreciation Rights
28.80
2016-08-22
4
D
0
1400
D
2016-11-28
Class A Common Stock
1400
0
D
Stock Appreciation Rights
31.37
2016-08-22
4
D
0
1375
D
2017-11-02
Class A Common Stock
1375
0
D
Stock Appreciation Rights
28.10
2016-08-22
4
D
0
1516
D
2018-10-31
Class A Common
1516
0
D
Stock Appreciation Rights
32.00
2016-08-22
4
D
0
3551
D
2019-10-30
Class A Common
3551
0
D
Stock Appreciation Rights
35.30
2016-08-22
4
D
0
6744
D
2020-10-29
Class A Common
6744
0
D
On August 22, 2016, Comcast Corporation, a Pennsylvania corporation ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), among the Issuer, Parent and Comcast Paris NewCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). In accordance with terms of the Merger Agreement, Merger Sub merged with and into Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly ownerd subsidiary of Parent. The Merger is more fully described in the Issuer's information statement filed with the Securities and Exchange Commission on July 11, 2016.
Pursuant to the terms of the Merger Agreement, at the Effective Time( as defined in the Merger Agreement), each outstanding share of the Issuer's Class A common stock owned by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive $41.00 in cash (the "per share merger consideration"), without interest and less any applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit with respect to the Issuer's Class A common stock held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the per share merger consideration multiplied by (ii) the number of shares of the Issuer's Class A common stock subjected to such restricted stock unit, without interest and less any applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock appreciation right with respect to the Issuer's Class A common stock held by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the per share merger consideration minus the exercise price per share of the Issuer's Class A common stock subjected to such stock appreciation right multiplied by (ii) the number of shares of the Issuer's Class A common stock subject to such stock appreciation right, without interest and less any applicable withholding taxes.
Robert A. Kelly, as Attorney-in-fact for John Andrew Chang
2016-08-22