Form 4 GEFFEN DAVID For: Aug 27 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
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^*

GEFFEN DAVID

(Last)

(First)

(Middle)

C/O DG-DW, L.P., 12011 SAN VINCENTE BLVD., SUITE 606

(Street)

LOS ANGELES

90049

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock, par value $0.01 per share

⁽²⁾

08/27/2008

G⁽³⁾

465,000

⁽²⁾

Class A Common Stock

465,000

⁽²⁾

642,500

D ⁽⁴⁾

Class B Common Stock, par value $0.01 per share

⁽²⁾

Class A Common Stock

642,500

2,938,230

See Note ⁽¹⁾

1. Name and Address of Reporting Person^*

GEFFEN DAVID

(Last)

(First)

(Middle)

C/O DG-DW, L.P., 12011 SAN VINCENTE BLVD., SUITE 606

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DG-DW, L.P.

(Last)

(First)

(Middle)

C/O DG-DW, L.P., 12011 SAN VINCENTE BLVD., SUITE 606

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DG-DW, Inc.

(Last)

(First)

(Middle)

C/O DG-DW, L.P., 12011 SAN VINCENTE BLVD, SUITE 606

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

Explanation of Responses:
1. The reported securities are owned directly by DG-DW, L.P. and DG-DW, Inc., the general partner of DG-DW, L.P., and indirectly by David Geffen, as the President of DG-DW, Inc. David Geffen disclaims beneficial ownership of the shares held by DG-DW, L.P. and DG-DW, Inc., except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 for any other purpose.
2. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. The Class B Common Stock is immediately convertible and does not expire.
3. Represents a bona fide gift of common stock by the Reporting Person. In connection with such gift, shares of Class B Common Stock were converted into Class A Common Stock prior to delivery to the donee.
4. Includes shares distributed from DG-DW, L.P. pro rata and without consideration.
Remarks: This report is filed jointly by David Geffen, DG-DW, Inc. and DG-DW, L.P.

	/s/David Geffen	08/28/2008
	/s/ Richard Sherman, as Chief Financial Officer of DG-DW Inc., as general partner of DG-DW, L.P.	08/28/2008
	/s/ Richard Sherman, as Chief Financial Officer of DG-DW Inc.	08/28/2008
	** 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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment

Related Symbols
DWA		Rating	Overview	Ratios	Competitors	Earnings Estimates	Sales Estimates	Analyst Ratings	Technicals	Related Stories	Chart

Fundamental data is provided by Zacks Investment Research and market data is provided by AlphaTrade.
All information provided "as is" for informational purposes only, not intended for trading purposes or advice. iStockAnalyst.com is not an investment adviser and does not provide, endorse or review any information or data contained herein.
The blog articles are opinions by respective blogger. By using this site you are agreeing to terms and conditions posted on respected bloggers' website.
The sector scan is based on 15-30 minutes delayed data. The Pattern scan is based on EOD data.
The postings/comments on the site may or may not be from reliable sources. Neither iStockAnalyst nor any of its independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. You are solely responsible for the investment decisions made by you and the consequences resulting therefrom. By accessing the iStockAnalyst.com site, you agree not to redistribute the information found therein.