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Yang Geoffrey Y

Filed: 12 Apr 22, 7:54pm
SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
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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*
YANG GEOFFREY Y

(Last) (First) (Middle)
230 PARK AVENUE SOUTH

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Series A Common Stock(1) 04/08/2022 A 73,016(2) A $0 73,016 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").
2. On April 8, 2022, Discovery, Inc. completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T, Inc.'s WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery, Inc. became the parent entity of the combined Discovery, Inc. and WarnerMedia Business (the "Combination"). In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the WarnerMedia Business to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders the issued and outstanding shares of common stock of Spinco (the "Spinco Stock"), (3) a wholly-owned subsidiary of Discovery combined with Spinco, and (4) each share of Spinco Stock was automatically converted into 0.241917 shares of WBD Series A common stock. This Form 4 reflects the Reporting Person's acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
Remarks:
In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc. and all of the shares of capital stock of Discovery was reclassified and automatically converted into shares of WBD Series A common stock. Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the Issuer's Series A common stock is WBD.
Tara L. Smith, Attorney-in-Fact 04/12/2022
** 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).
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