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Jeffrey Katzenberg Controls 61% of DreamWorks Animation Voting Power -8-K


On October 2, 2012, DreamWorks Animation SKG (NASDAQ: DWA) issued an aggregate of 3,000,000 shares (the "Class A Shares") of its Class A Common Stock upon the voluntary conversion of an equivalent number of shares (the "Class B Shares") of its Class B Common Stock held by David Geffen and two entities controlled by Mr. Geffen, DG-DW, Inc. and DG-DW, L.P. (collectively, the "Geffen Entities"). Upon such conversion, the Geffen Entities ceased to own any shares of Class B Common Stock. The Company did not receive any consideration for issuance of the Class A Shares upon conversion of the Class B Shares. The Class A shares were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.

As a result of the conversion of Class B Shares by Mr. Geffen, the Company now has a total of 76,521,156 shares of its Class A Common Stock outstanding and a total of 7,838,731 shares of its Class B Common Stock outstanding. All of the shares of Class B Common Stock, which represent approximately 61% of the Company's total voting power, are held by Jeffrey Katzenberg and entities controlled by him.

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