SEC Form 4 · accession 0000899243-17-019855

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 7, 2017

Accepted (ET)

Aug 8, 2017 · 7:14 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 Stock^F2,F8,F6,F1	—	Aug 7, 2017	D	70,673,242	D	—	—	Series A Common Stock	70,673,242	0	I
Series A Convertible Participating Preferred Stock^F2,F8,F6,F1	—	Aug 7, 2017	D	70,673,242	D	—	—	Series C Common Stock	70,673,242	0	I
Series C Convertible Participating Preferred Stock^F2,F8,F6,F3	—	Aug 7, 2017	D	24,874,370	D	—	—	Series C Common Stock	49,748,740	0	I
Series A-1 Convertible Participating Preferred Stock^F2,F9,F7,F4	—	Aug 7, 2017	A	7,852,582	A	—	—	Series A Common Stock	70,673,242	7,852,582	I
Series C-1 Convertible Participating Preferred Stock^F2,F9,F7,F5	—	Aug 7, 2017	A	6,218,593	A	—	—	Series C Common Stock	120,421,982	6,218,593	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).
F2On August 7, 2017, shares of Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock were transferred to the Issuer in exchange for shares of Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock (the "Exchange"). Immediately following the Exchange, Advance/Newhouse Programming Partnership's beneficial ownership of the aggregate number of shares of Series A Common Stock and Series C Common Stock into which the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock received by Advance/Newhouse Programming Partnership in the Exchange are convertible remained unchanged.
F3Each 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).
F4Each share of Series A-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into nine shares of Series A Common Stock at any time.
F5Each share of Series C-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into 19.3648 shares of Series C Common Stock at any time.
F6Prior to the Exchange, Advance/Newhouse Programming Partnership was the record holder of the Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock. The other reporting persons owned such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
F7After the Exchange, Advance/Newhouse Programming Partnership is the record holder of the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock. The other reporting persons own such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
F8Disposed to the Issuer in an exempt transaction.
F9Acquired from the Issuer in an exempt transaction.