Warner Bros. Discovery (WBD)

Filed: 1 Mar 18, 7:00pm
SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number:3235-0287
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*
Leavy David



2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [ DISCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Corp Ops & Comms Officer
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Series A Common Stock02/28/2018A9,700(1)A$0.0034,820(2)D
Series A Common Stock02/28/2018F2,106D$24.3232,714D
Series A Common Stock03/01/2018A20,560A$0.0053,274D
Series A Common Stock03/01/2018M6,391A$19.67659,665D
Series A Common Stock03/01/2018S6,391D$24.42353,274D
Series C Common Stock02/28/2018F507D$22.9813,412D
Series C Common Stock03/01/2018M6,391A$19.08419,803D
Series C Common Stock03/01/2018S14,282D$22.96(3)5,521D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to acquire)$19.67603/01/2018M6,39103/16/2012(4)03/16/2018Series A Common Stock6,391$0.000D
Employee Stock Option (right to acquire)$24.0603/01/2018A67,65403/01/2019(5)03/01/2025Series A Common Stock67,654$0.0067,654D
Employee Stock Option (right to acquire)$19.08403/01/2018M6,39103/16/2012(4)03/16/2018Series C Common Stock6,391$0.000D
Explanation of Responses:
1. These shares represent performance-based restricted stock units. On February 28, 2018, the Compensation Committee certified that applicable performance goals had been satisfied.
2. Includes acquisition of 598 shares under the Discovery Employee Stock Purchase Plan on February 14, 2018.
3. The price reported represents the weighted average sales price of shares of Series C common stock sold in multiple transactions at prices ranging from $22.953 to $22.965 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
4. This option is fully vested and exercisable.
5. This option vests in four equal annual installments beginning March 1, 2019.
The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.
/s/ Stephanie D. Marks, by power of attorney03/02/2018
** Signature of Reporting PersonDate
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).
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