SEC Form 4 · accession 0000899243-17-019662
Warner Bros. Discovery, Inc. · WBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEWHOUSE BROADCASTING CORP
Director · 10% Owner
ADVANCE PUBLICATIONS, INC
Director · 10% Owner
ADVANCE LONG-TERM MANAGEMENT TRUST
Director · 10% Owner
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP
Director · 10% Owner
NEWHOUSE FAMILY HOLDINGS, L.P.
Director · 10% Owner
Period of report
Aug 1, 2017
Accepted (ET)
Aug 3, 2017 · 2:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437107
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Participating Preferred StockF2,F5,F3,F1 | — | Aug 1, 2017 | D | 434,070 | D | — | — | Series A Common Stock | 434,070 | 70,673,242 | I |
| Series A Convertible Participating Preferred StockF2,F5,F3,F1 | — | Aug 1, 2017 | D | 434,070 | D | — | — | Series C Common Stock | 434,070 | 70,673,242 | I |
| Series C Convertible Participating Preferred StockF2,F5,F3,F4 | — | Aug 1, 2017 | D | 446,162 | D | — | — | Series C Common Stock | 892,324 | 24,874,370 | I |
Explanation of responses
- F1Each share of Series A Convertible Participating Preferred Stock is convertible pursuant to its terms into one share of Series A Common Stock and one share of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014).
- F2Shares released from the escrow account governed by the Escrow Agreement, dated September 17, 2008, by and among the Issuer, Advance/Newhouse Programming Partnership and JPMorgan Chase Bank to the Issuer in accordance to the terms of such Escrow Agreement. Prior to their release in accordance with the Escrow Agreement, such shares were deemed to be beneficially owned by each reporting person.
- F3Advance/Newhouse Programming Partnership is the record holder of the Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock and therefore a reporting person hereunder. The other reporting persons own such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
- F4Each share of Series C Convertible Participating Preferred Stock is convertible pursuant to its terms into two shares of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014).
- F5Disposed to the Issuer in an exempt transaction.