SEC Form 4 · accession 0001209191-16-092667
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
Period of report
Jan 15, 2016
Accepted (ET)
Jan 20, 2016 · 5:18 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common StockF1 | Jan 15, 2016 | M | 429,589 | $20.965 | A | 1,369,451 | D | |
| Series A Common StockF1 | Jan 15, 2016 | D | 429,589 | $26.38 | D | 939,862 | D | |
| Series C Common StockF1 | Jan 15, 2016 | M | 429,589 | $20.335 | A | 1,359,810 | D | |
| Series C Common StockF1 | Jan 15, 2016 | D | 429,589 | $25.17 | D | 930,221 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Stock Appreciation RightF2 | $20.965 | Jan 15, 2016 | M | 429,589 | D | Jan 2, 2013 | Jan 31, 2016 | Series A Common Stock | 429,589 | 0 | D |
| Cash-Settled Stock Appreciation RightF3,F4 | $33.0719 | Jan 15, 2016 | M | 462,240 | D | Jan 2, 2014 | Jan 31, 2017 | Series A Common Stock | 462,240 | 462,241 | D |
| Cash- and Stock-Settled Stock Appreciation RightF5,F6 | $43.9199 | Jan 15, 2016 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series A Common Stock | 925,665 | 1,851,330 | D |
| Cash- and Stock-Settled Stock Appreciation RightF7,F8 | $33.17 | Jan 15, 2016 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series A Common Stock | 231,416 | 694,249 | D |
| Cash- and Stock-Settled Stock Appreciation RightF9 | $26.38 | Jan 15, 2016 | A | 1,157,081 | A | Jan 2, 2017 | Jan 31, 2020 | Series A Common Stock | 1,157,081 | 1,157,081 | D |
| Cash-Settled Stock Appreciation RightF2 | $20.335 | Jan 15, 2016 | M | 429,589 | D | Jan 2, 2013 | Jan 31, 2016 | Series C Common Stock | 429,589 | 0 | D |
| Cash-Settled Stock Appreciation RightF10,F4 | $32.0781 | Jan 15, 2016 | M | 462,240 | D | Jan 2, 2014 | Jan 31, 2017 | Series C Common Stock | 462,240 | 462,241 | D |
| Cash- and Stock-Settled Stock Appreciation RightF11,F12 | $42.6001 | Jan 15, 2016 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series C Common Stock | 925,665 | 1,851,330 | D |
| Cash- and Stock-Settled Stock Appreciation RightF13,F14 | $32.28 | Jan 15, 2016 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series C Common Stock | 231,416 | 694,249 | D |
| Cash- and Stock-Settled Stock Appreciation RightF15 | $25.17 | Jan 15, 2016 | A | 1,157,081 | A | Jan 2, 2017 | Jan 31, 2020 | Series C Common Stock | 1,157,081 | 1,157,081 | D |
Explanation of responses
- F1The Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2016. Under the terms of the 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.
- F10No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $32.0781 per Unit exceeded the ending unit value of $25.17 per Unit.
- F11No 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 $25.17 per Unit.
- F12The 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.
- F13No 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 $32.28 per Unit exceeded the ending unit value of $25.17 per Unit.
- F14The 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.
- F15The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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 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.
- F3No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $33.0719 per Unit exceeded the ending unit value of $26.38 per Unit.
- 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 $26.38 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.
- F7No 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 $33.17 per Unit exceeded the ending unit value of $26.38 per Unit.
- F8The 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.
- F9The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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.
Remarks
The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.