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Form 4 DreamWorks Animation For: Feb 17 Filed by: KATZENBERG JEFFREY

February 19, 2016 8:24 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
KATZENBERG JEFFREY
(Last) (First) (Middle)
C/O M & JK DREAM LIMITED PARTNERSHIP
1000 FLOWER ST.
(Street)
GLENDALE CA 91201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DreamWorks Animation SKG, Inc. [ DWA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 02/17/2016   A   38,282 A $ 0 (1) 270,149 D  
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 02/17/2016   F   14,387 D $ 21.71 255,762 D  
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 02/17/2016   A   114,848 A $ 0 (2) 370,610 D  
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE               976,919 I By Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares of Class A Common Stock acquired upon settlement of 25% of an award of performance-based restricted stock units (the "162(m) RSUs") granted to Mr. Katzenberg on November 3, 2014, under the Company's Amended and Restated 2008 Omnibus Incentive Compensation Plan. The 162(m) RSUs were previously disclosed in the Definitive Proxy Statement for the Company's 2015 Annual Meeting of Stockholders. The vesting of all of the 162(m) RSUs was subject to achievement of performance goals for the 2015 performance period, as well as continued service through the applicable vesting date. On February 17, 2016, the Compensation Committee of the Company's Board of Directors certified that the applicable performance goals were achieved with respect to the 162(m) RSUs and, thus, the first 25% of the 162(m) RSUs vested.
2. Represents the remaining 75% of the 162(m) RSUs. Such 162(m) RSUs remain subject to service-based vesting conditions, and will vest in equal installments on November 3, 2016, 2017 and 2018, subject to the reporting person's continued employment through the applicable vesting date.
Robert A. Kelly, as Attorney-in-Fact for Jeffrey Katzenberg 02/19/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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