0001209191-16-138221.txt : 20160822
0001209191-16-138221.hdr.sgml : 20160822
20160822201822
ACCESSION NUMBER: 0001209191-16-138221
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: Montgomery Michael J
CENTRAL INDEX KEY: 0001368769
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32337
FILM NUMBER: 161846274
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BOULEVARD
STREET 2: SUITE 400
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-22
1
0001297401
DreamWorks Animation SKG, Inc.
DWA
0001368769
Montgomery Michael J
100 WILSHIRE BOULEVARD, SUITE 400
SANTA MONICA
CA
90401
1
0
0
0
Class A Common Stock, par value $0.01 per share
2016-08-22
4
D
0
80862
41.00
D
0
D
Stock Appreciation Rights
32.86
2016-08-22
4
D
0
3043
D
2017-08-03
Class A Common Stock
3043
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 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 $41.00 in cash (the "per share merger consideration") multiplied by the number of shares of the Issuer's Class A common stock subject to such restricted stock unit, without interest and less an 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 Michael Montgomery
2016-08-22