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Warner Bros. Discovery (WBD)

Filed: 12 Apr 22, 5:16pm
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*
Perrette Jean-Briac

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres.&CEO, Global Streaming
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 D 641,349(2) D $0 0 D
Series C Common Stock(3) 04/08/2022 D 538(2) D $0 0 D
Series A Common Stock(4) 04/08/2022 A 641,887(5) A $0 641,887 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
Employee Stock Option (right to acquire) $24.06 04/08/2022 D 54,969(6) 03/01/2019(7) 03/01/2025 Series A Common Stock(8) 54,969 $0 0 D
Employee Stock Option $24.06 04/08/2022 A 54,969(9) 04/08/2022(7) 03/01/2025 Series A Common Stock(4) 54,969 $0 54,969 D
Employee Stock Option $29.08 04/08/2022 D 92,592(6) 03/01/2020(10) 03/01/2026 Series A Common Stock(8) 92,592 $0 0 D
Employee Stock Option $29.08 04/08/2022 A 92,592(9) 04/08/2022(10) 03/01/2026 Series A Common Stock(4) 92,592 $0 92,592 D
Employee Stock Option $25.7 04/08/2022 D 150,402(6) 02/28/2021(11) 02/28/2027 Series A Common Stock(8) 150,402 $0 0 D
Employee Stock Option $25.7 04/08/2022 A 150,402(9) 04/08/2022(11) 02/28/2027 Series A Common Stock(4) 150,402 $0 150,402 D
Employee Stock Option (right to acquire) $58.18 04/08/2022 D 130,546(6) 03/01/2022(12) 03/01/2028 Series A Common Stock(8) 130,546 $0 0 D
Employee Stock Option $58.18 04/08/2022 A 130,546(9) 04/08/2022(12) 03/01/2028 Series A Common Stock(4) 130,546 $0 130,546 D
Explanation of Responses:
1. Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").
2. Represents shares of DISCA and DISCK (as defined below) disposed of in the reclassification and automatic conversion on April 8, 2022 by Discovery, Inc. ("Discovery") of all of its shares of capital stock into shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock"). On April 8, 2022, Discovery completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc.
3. Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
4. Represents WBD Series A common stock.
5. Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.
6. Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.
7. This option is fully vested and exercisable.
8. Represents DISCA.
9. Represents stock options to acquire WBD Series A common stock that were acquired in exchange for, on a one-for-one basis, stock options to acquire DISCA having substantially the same terms in connection with the Combination.
10. As initially granted, this option vests in four equal annual installments beginning March 1, 2020.
11. As initially granted, this option vests in four equal annual installments beginning February 28, 2021.
12. This option vests in four equal annual installments beginning on March 1, 2022.
Remarks:
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, by power of attorney 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).
** 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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