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