0001209191-16-138212.txt : 20160822 0001209191-16-138212.hdr.sgml : 20160822 20160822194722 ACCESSION NUMBER: 0001209191-16-138212 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: KATZENBERG JEFFREY CENTRAL INDEX KEY: 0001306911 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32337 FILM NUMBER: 161846249 MAIL ADDRESS: STREET 1: C/O 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 0001306911 KATZENBERG JEFFREY C/O M & JK DREAM LIMITED PARTNERSHIP 1000 FLOWER ST. GLENDALE CA 91201 1 1 1 0 Chief Executive Officer Class A Common Stock, par value $0.01 per share 2016-08-22 4 D 0 346715 41.00 D 0 D Class A Common Stock, par value $0.01 per share 2016-08-22 4 D 0 1000814 41.00 D 0 I By Trust Class B Common Stock, par value $0.01 per share 2016-08-22 4 D 0 7838731 41.00 D 0 I See Note Stock Appreciation Rights 24.28 2016-08-22 4 D 0 800000 D 2019-05-01 Class A Common Stock 800000 0 D Stock Appreciation Rights 35.30 2016-08-22 4 D 0 269796 D 2020-10-29 Class A Common Stock 269796 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. The 7,838,731 outstanding shares of the Issuer's Class B common stock are owned by M&JKB Limited Partnership, M&J K Dream LLC and M&J K B Dream Corp., entities controlled by Mr. Katzenberg. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of the Issuer's Class B common stock held by M&JKB Limited Partnership, M&J K Dream LLC and M&J K B Dream Corp., immediately prior to the Effective Time was cancelled and converted into the right to receive 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 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 Jeffrey Katzenberg 2016-08-22