Schedule 13G/A

Filed by: SOUTHEASTERN ASSET MANAGEMENT INC
Total Shares: 9,461,377
Subject Company: DreamWorks Animation SKG Inc. Class A - View Complete Ownership History Backtest
Filed as of Date: 02/10/2015
Event Date: 02/10/2015
Overall % Ownership: 12.2
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
1.3629 1.6658 12.1912 7.2367 15.8901 47.1681 94 -8.4799 161

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Southeastern Asset Management, Inc ID No 620951781 0 9,331,277 130,100 0 9,461,377 12.2%
Longleaf Partners SmallCap Fund ID No 621376170 9,331,277 9,331,277 0 0 9,331,287 12.1 %
O Mason Hawkins ID No XXXXXXXXX 0 0 0 0 0 0.0%
View Original Filing on Edgar's

Raw Filing Contents

0000807985-15-000003.txt : 20150210
0000807985-15-000003.hdr.sgml : 20150210
20150210160948
ACCESSION NUMBER:		0000807985-15-000003
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150210
DATE AS OF CHANGE:		20150210

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DreamWorks Animation SKG, Inc.
		CENTRAL INDEX KEY:			0001297401
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812]
		IRS NUMBER:				680589190
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-80507
		FILM NUMBER:		15593945

	BUSINESS ADDRESS:	
		STREET 1:		GRANDVIEW BUILDING
		STREET 2:		1000 FLOWER STREET
		CITY:			GLENDALE
		STATE:			CA
		ZIP:			91201
		BUSINESS PHONE:		(818) 695-5000

	MAIL ADDRESS:	
		STREET 1:		GRANDVIEW BUILDING
		STREET 2:		1000 FLOWER STREET
		CITY:			GLENDALE
		STATE:			CA
		ZIP:			91201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DreamWorks Animation, Inc.
		DATE OF NAME CHANGE:	20040715

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHEASTERN ASSET MANAGEMENT INC/TN/
		CENTRAL INDEX KEY:			0000807985
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				620951781
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		6410 POPLAR AVENUE STE 900
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38119
		BUSINESS PHONE:		9017612474

	MAIL ADDRESS:	
		STREET 1:		6410 POPLAR AVENUE
		STREET 2:		SUITE 900
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38119

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROFESSIONAL PORTFOLIO MANAGEMENT INC
		DATE OF NAME CHANGE:	19890314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SOUTHEASTERN ASSET MANAGEMENT INC
		DATE OF NAME CHANGE:	19880622
SC 13G/A 1 dwa13g1.txt DREAMWORKS ANIMATION SKG, INC. - 13G AMENDMENT
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DreamWorks Animation SKG, Inc. ________________________________________________________ (Name of Issuer) Class A Common Stock _______________________________________________________ (Title of Class and Securities) 26153C103 _______________________________________________________ (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's 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 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). (Continued on following page(s)) CUSIP No. 26153C103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee _____________________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 0 shares OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED OR NO VOTING POWER 9,331,277 shares (shared) 130,100 shares (No Vote) __________________________________________ :(7) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 130,100 shares __________________________________________ :(8) SHARED OR NO DISPOSITIVE POWER : 9,331,277 shares (Shared) : 0 shares (None) _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Discretionary & Non-discretionary Accounts) 9,461,377 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.2% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. 26153C103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Small-Cap Fund I.D. No. 62-1376170 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts Business Trust _____________________________________________________________________________ :(5) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER 9,331,277 __________________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________________ :(8) SHARED OR NO DISPOSITIVE POWER : 9,331,277 : None _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,331,277 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1 % _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IV _____________________________________________________________________________ CUSIP No. 26153C103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States _____________________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER : None __________________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________________ :(8) SHARED DISPOSITIVE POWER : None _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ Item 1. (a). Name of Issuer: DreamWorks Animation SKG, Inc. (b). Address of Issuer's Principal Executive Offices: 1000 Flower Street Glendale, CA 91201 Item 2. (a). and (b). Names and Principal Business Addresses of Persons Filing: (1) Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (2) Longleaf Partners Small-Cap Fund 6410 Poplar Avenue, Suite 900 Memphis, TN, 38119 (3) Mr. O. Mason Hawkins Chairman of the Board and C.E.O. Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (c). Citizenship: Southeastern Asset Management, Inc. - A Tennessee corporation Longleaf Partners Small-Cap Fund, a series of Longleaf Partners Funds Trust, a Massachusetts business trust Mr. O. Mason Hawkins - U.S. Citizen (d). Title of Class of Securities: Class A Common Stock (the "Securities"). (e). Cusip Number: 26153C103 Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b), check whether the person filing is a: (d). Investment Company registered under Sec. 8 of the Investment Company Act - Longleaf Partners Small-Cap Fund, a series of Longleaf Partners Funds Trust. (e). Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. This statement is being filed by Southeastern Asset Management, Inc. as a registered investment adviser. All of the securities covered by this report are owned legally by Southeastern's investment advisory clients and none are owned directly or indirectly by Southeastern. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Southeastern Asset Management, Inc. is the beneficial owner of any of the securities covered by this statement. (g). Parent Holding Company. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern Asset Management, Inc. in the event he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership of its voting securities. The existence of such control is expressly disclaimed. Mr. Hawkins does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Hawkins is the beneficial owner of any of the securities covered by this statement. Item 4. Ownership: (a). Amount Beneficially Owned: (At 12/31/14) 9,461,377 shares (b). Percent of Class: 12.2% Above percentage is based on 77,381,395 shares of Class A Common Stock outstanding. (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote: 0 shares (ii). shared or no power to vote or to direct the vote: Shared - 9,331,277 shares. Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Small-Cap Fund - 9,331,277 No Power to Vote - 130,100 shares. (iii). sole power to dispose or to direct the disposition of: 130,100 shares (iv). shared or no power to dispose or to direct the disposition of: Shared - 9,331,277 shares Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Small-Cap Fund - 9,331,277 No Power - 0 shares Item 5. Ownership of Five Percent or Less of a Class: N/A 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: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 10, 2015 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Small-Cap Fund By: Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of February 10, 2015. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Small-Cap Fund By: Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ 1 DWA13G1 SCHEDULE 13G - DreamWorks Animation SKG, Inc. ("Issuer") Amendment #1 8 DWA13G1.doc
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