DreamWorks Animation SKG, Inc. 4
4 · DreamWorks Animation SKG, Inc. · Filed Aug 22, 2016
Insider Transaction Report
Form 4
CHANG JOHN ANDREW
General Counsel
Transactions
- Disposition to Issuer
Class A Common Stock, par value $0.01 per share
2016-08-22$41.00/sh−35,095$1,438,895→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−1,400→ 0 totalExercise: $28.80Exp: 2016-11-28→ Class A Common Stock (1,400 underlying) - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−1,375→ 0 totalExercise: $31.37Exp: 2017-11-02→ Class A Common Stock (1,375 underlying) - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−1,516→ 0 totalExercise: $28.10Exp: 2018-10-31→ Class A Common (1,516 underlying) - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−3,551→ 0 totalExercise: $32.00Exp: 2019-10-30→ Class A Common (3,551 underlying) - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−6,744→ 0 totalExercise: $35.30Exp: 2020-10-29→ Class A Common (6,744 underlying) - Disposition to Issuer
Class A Common Stock, par value $0.01 per share
2016-08-22$41.00/sh−23,845$977,645→ 0 total
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.