DreamWorks 1.0 is officially over. David Geffen already retired from the studio he helped found, which severed its relationships with Paramount and Universal in the past five months. Now one of DreamWorks' original benefactors, Paul Allen, has sold his stake in DreamWorks Animation, the separate publicly traded company that was spun off from DreamWorks proper in 2004.

He owned 18% of the company a year ago, but in according to the SEC filing submitted Friday (and pasted below), Allen had sold off his entire stake by December 31, the value of which The Hollywood Reporter estimates at $120 million.

It's likely Allen needed the cash, considering that his cable company Charter Communications is on the verge of filing for bankruptcy, but The Hollywood Reporter notes that the profit Allen made from selling his DreamWorks stock won't be enough to make up for the $7 billion he's lost through Charter.

So, what will be the next to go? Allen's sports teams? His yacht? Leave your speculation and tips below.

Allen's SEC filing:

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

DreamWorks Animation SKG, Inc.

_____________________________________________

(Name of Issuer)

Class A Common Stock (par value $.01 per share)

_____________________________________________

(Title of Class of Securities)

26153 10 3

______________________

(CUSIP Number)

December 31, 2008

_____________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[x] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a 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 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).





1. NAME OF REPORTING PERSON PAUL G. ALLEN 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3. SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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





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1. NAME OF REPORTING PERSON DW INVESTMENT II, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3. SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Washington NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 CO





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Item 1(a). Name of Issuer: DREAMWORKS ANIMATION SKG, INC. Item 1(b). Address of Issuer’s Principal Executive Offices: 1000 FLOWER STREET GLENDALE, CA 91201 Item 2(a). Name of Persons Filing: PAUL G. ALLEN DW INVESTMENT II, INC. Item 2(b). Address of Principal Business Office or, if none, Residence: PAUL G. ALLEN 505 FIFTH AVENUE SOUTH, SUITE 900 SEATTLE, WA 98104 DW INVESTMENT II, INC. 505 FIFTH AVENUE SOUTH, SUITE 900 SEATTLE, WA 98104 Item 2(c). Citizenship: PAUL G. ALLEN — U.S.A. DW INVESTMENT II, INC. — WASHINGTON Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE Item 2(e). CUSIP Number: 26153 10 3 Item 3. NOT APPLICABLE. THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13D-1(D). Item 4. Ownership (a). Amount beneficially owned: 4 SEE THE RESPONSES TO ITEM 9 ON THE ATTACHED COVER PAGES. (b). Percent of Class: SEE THE RESPONSES TO ITEM 11 ON THE ATTACHED COVER PAGES. (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: SEE THE RESPONSES TO ITEM 5 ON THE ATTACHED COVER PAGES. (ii). Shared power to vote or to direct the vote: SEE THE RESPONSES TO ITEM 6 ON THE ATTACHED COVER PAGES. (iii). Sole power to dispose or to direct the disposition of: SEE THE RESPONSES TO ITEM 7 ON THE ATTACHED COVER PAGES. (iv). Shared power to dispose or to direct the disposition of: SEE THE RESPONSES TO ITEM 8 ON THE ATTACHED COVER PAGES. 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]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person NOT APPLICABLE Item 8. Identification and Classification of Members of the Group NOT APPLICABLE 5 Item 9. Notice of Dissolution of Group SEE EXHIBIT 2 ATTACHED HERETO. Item 10. Certifications NOT APPLICABLE

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SIGNATURES

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.

Date: February 13, 2009

PAUL G. ALLEN, by /s/ W. Lance Conn Name: W. Lance Conn, Attorney-in-Fact for Paul G. Allen









DW INVESTMENT II, INC., by /s/ W. Lance Conn Name: W. Lance Conn Title: Vice President

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EXHIBIT INDEX





Exhibit Number Title Page 1 Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d-1(k)(1). 9 2 Notice of Dissolution of Group. 10 3 Power of Attorney, incorporated by reference to the Form 3 with respect to securities of DreamWorks Animation SKG, Inc. filed by Paul G. Allen on October 28, 2004. N/A





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Exhibit 1





JOINT FILING AGREEMENT





In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $.01 per share, of Dreamworks Animation SKG, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 13, 2009.





PAUL G. ALLEN, by /s/ W. Lance Conn Name: W. Lance Conn, Attorney-in-Fact for Paul G. Allen









DW INVESTMENT II, INC., by /s/ W. Lance Conn Name: W. Lance Conn Title: Vice President









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Exhibit 2





NOTICE OF DISSOLUTION OF GROUP