4//SEC Filing
DreamWorks Animation SKG, Inc. 4
Accession 0001209191-16-138212
CIK 0001297401operating
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 7:47 PM ET
Size
16.0 KB
Accession
0001209191-16-138212
Insider Transaction Report
Form 4
KATZENBERG JEFFREY
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock, par value $0.01 per share
2016-08-22$41.00/sh−1,000,814$41,033,374→ 0 total(indirect: By Trust) - Disposition to Issuer
Class B Common Stock, par value $0.01 per share
2016-08-22$41.00/sh−7,838,731$321,387,971→ 0 total(indirect: See Note) - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−269,796→ 0 totalExercise: $35.30Exp: 2020-10-29→ Class A Common Stock (269,796 underlying) - Disposition to Issuer
Class A Common Stock, par value $0.01 per share
2016-08-22$41.00/sh−346,715$14,215,315→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2016-08-22−800,000→ 0 totalExercise: $24.28Exp: 2019-05-01→ Class A Common Stock (800,000 underlying)
Footnotes (6)
- [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]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.
- [F5]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.
- [F6]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.
Documents
Issuer
DreamWorks Animation SKG, Inc.
CIK 0001297401
Entity typeoperating
Related Parties
1- filerCIK 0001297401
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 7:47 PM ET
- Size
- 16.0 KB