SEC Form 4 · accession 0001181431-15-001285

Warner Bros. Discovery, Inc. · WBD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David Zaslav

Officer — Chief Executive Officer & Pres · Director

Period of report

Jan 16, 2015

Accepted (ET)

Jan 21, 2015 · 5:17 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001437107

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Series A Common Stock^F1	Jan 16, 2015	M	581,711	$20.899	A	1,153,949	D
Series A Common Stock^F1	Jan 16, 2015	M	429,588	$20.965	A	1,583,537	D
Series A Common Stock^F1	Jan 16, 2015	M	462,240	$33.0719	A	2,045,777	D
Series A Common Stock^F1	Jan 16, 2015	D	1,473,539	$33.17	D	572,238	D
Series C Common Stock^F1	Jan 16, 2015	M	581,711	$20.271	A	1,149,716	D
Series C Common Stock^F1	Jan 16, 2015	M	429,588	$20.335	A	1,579,304	D
Series C Common Stock^F1	Jan 16, 2015	M	462,240	$32.0781	A	2,041,544	D
Series C Common Stock^F1	Jan 16, 2015	D	1,473,539	$32.28	D	568,005	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
DAP Unit (Stock Appreciation Right)^F2	$20.899	Jan 16, 2015	M	581,711	D	Jan 2, 2012	Jan 2, 2015	Series A Common Stock	581,711	0	D
Cash-Settled Stock Appreciation Right^F3	$20.965	Jan 16, 2015	M	429,588	D	Jan 2, 2013	Jan 2, 2016	Series A Common Stock	429,588	429,589	D
Cash-Settled Stock Appreciation Right^F4	$33.0719	Jan 16, 2015	M	462,240	D	Jan 2, 2014	Jan 2, 2017	Series A Common Stock	462,240	924,481	D
Cash- and Stock-Settled Stock Appreciation Right^F5,F6	$43.9199	Jan 16, 2015	M	925,665	D	Jan 2, 2015	Jan 2, 2018	Series A Common Stock	925,665	2,776,995	D
Cash- and Stock-Settled Stock Appreciation Right^F7	$33.17	Jan 16, 2015	A	925,665	A	Jan 2, 2016	Jan 2, 2019	Series A Common Stock	925,665	925,665	D
DAP Unit (Stock Appreciation Right)^F2	$20.271	Jan 16, 2015	M	581,711	D	Jan 2, 2012	Jan 2, 2015	Series C Common Stock	581,711	0	D
Cash-Settled Stock Appreciation Right^F3	$20.335	Jan 16, 2015	M	429,588	D	Jan 2, 2013	Jan 2, 2016	Series C Common Stock	429,588	429,589	D
Cash-Settled Stock Appreciation Right^F4	$32.0781	Jan 16, 2015	M	462,240	D	Jan 2, 2014	Jan 2, 2017	Series C Common Stock	462,240	924,481	D
Cash- and Stock-Settled Stock Appreciation Right^F8,F9	$42.6001	Jan 16, 2015	M	925,665	D	Jan 2, 2015	Jan 2, 2018	Series C Common Stock	925,665	2,776,995	D
Cash- and Stock-Settled Stock Appreciation Right^F10	$32.28	Jan 16, 2015	A	925,665	A	Jan 2, 2016	Jan 2, 2019	Series C Common Stock	925,665	925,665	D

Explanation of responses

F1The DAP Units and Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2015. Under the terms of the DAP and Cash-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date.
F10The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.
F2The DAP Units vested in four equal annual installments beginning on January 2, 2012. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person.
F3The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.
F4The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.
F5No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $43.9199 per Unit exceeded the ending unit value of $33.17 per Unit.
F6The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.
F7The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.
F8No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $42.6001 per Unit exceeded the ending unit value of $32.28 per Unit.
F9The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.

Remarks

The trading symbols of the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.