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Form SC 13G/A DreamWorks Animation Filed by: BAMCO INC /NY/

January 9, 2015 3:52 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 01)*
DreamWorks Animation SKG, Inc.

(Name of Issuer)
Class A Common Stock

(Title of Class of Securities)
26153C103

(CUSIP Number)
December�31,�2014

(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
���� x �Rule 13d-1(b)
���� o �Rule 13d-1(c)
���� o �Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section�18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No.� 26153C103
1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BAMCO INC /NY/
680589190
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)�� o
(b)�� x
3SEC USE ONLY
4CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:�5SOLE VOTING POWER
0
6SHARED VOTING POWER
500,000
7SOLE DISPOSITIVE POWER
0
8SHARED DISPOSITIVE POWER
500,000
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.65%
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA ,� CO


FOOTNOTES

CUSIP No.� 26153C103
1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Baron Capital Group, Inc.
680589190
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)�� o
(b)�� x
3SEC USE ONLY
4CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:�5SOLE VOTING POWER
0
6SHARED VOTING POWER
500,000
7SOLE DISPOSITIVE POWER
0
8SHARED DISPOSITIVE POWER
500,000
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.65%
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC ,� CO


FOOTNOTES

CUSIP No.� 26153C103
1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Baron Capital Management, Inc.
680589190
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)�� o
(b)�� x
3SEC USE ONLY
4CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:�5SOLE VOTING POWER
0
6SHARED VOTING POWER
0
7SOLE DISPOSITIVE POWER
0
8SHARED DISPOSITIVE POWER
0
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA ,� CO


FOOTNOTES

CUSIP No.� 26153C103
1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald Baron
680589190
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)�� o
(b)�� x
3SEC USE ONLY
4CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:�5SOLE VOTING POWER
0
6SHARED VOTING POWER
500,000
7SOLE DISPOSITIVE POWER
0
8SHARED DISPOSITIVE POWER
500,000
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.65%
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC ,� IN


FOOTNOTES

Item 1.

(a)
Name of Issuer
DreamWorks Animation SKG, Inc.

(b)
Address of Issuers Principal Executive Offices
1000 Flower Street
Glendale, CA 91201

Item 2.

(a)
Name of Person Filing
Baron Capital Group, Inc. ("BCG")
BAMCO, Inc. ("BAMCO")
Baron Capital Management, Inc. ("BCM")
Ronald Baron

(b)
Address of Principal Business Office or, if none, Residence
767 Fifth Avenue, 49th Floor
New York, NY 10153

(c)
Citizenship
BCG, BAMCO and BCM are New York corporations. Ronald Baron is a citizen of the United States.

(d)
Title of Class of Securities
Common Stock

(e)
CUSIP Number
26153C103

Item 3.
If this statement is filed pursuant to ��240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)
x
An investment adviser in accordance with �240.13d-1(b)(1)(ii)(E);

(f)
o
An employee benefit plan or endowment fund in accordance with �240.13d-1(b)(1)(ii)(F);

(g)
x
A parent holding company or control person in accordance with � 240.13d-1(b)(1)(ii)(G);

(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)
o
A non-U.S. institution in accordance with � 240.13d-1(b)(1)(ii)(J).

(k)
o
A group, in accordance with � 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with � 240.13d-1(b)(1)(ii)(J), please specify the type of institution:


Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Amount beneficially owned: 500,000

(b)
Percent of class: 0.65%

(c)
Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 500,000

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 500,000

Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .
Filing Persons have ceased being the beneficial owners of more than 5% of the filing class of securities reported herein.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
BAMCO and BCM are subsidiaries of BCG. Ronald Baron owns a controlling interest in BCG.
Item 8.
Identification and Classification of Members of the Group
Please see Item 3.
Item 9.
Notice of Dissolution of Group
Not applicable.

Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BAMCO, Inc.
Date: January�09,�2015
By:
/s/� Ronald Baron
Name:�Ronald Baron
Title:� Chairman and CEO
Baron Capital Group, Inc.
Date: January�09,�2015
By:
/s/� Ronald Baron
Name:�Ronald Baron
Title:� Chairman and CEO
Baron Capital Management, Inc.
Date: January�09,�2015
By:
/s/� Ronald Baron
Name:�Ronald Baron
Title:� Chairman and CEO
Ronald Baron
Date: January�09,�2015
By:
/s/� Ronald Baron
Name:�Ronald Baron
Title:� Individually
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)




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