SEC Form 4 · accession 0001209191-17-004567
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 17, 2017
Accepted (ET)
Jan 19, 2017 · 5:01 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 17, 2017 | M | 289,270 | $26.38 | A | 1,111,603 | D | |
| Series A Common StockF1,F2 | Jan 17, 2017 | D | 216,952 | $27.69 | D | 894,651 | D | |
| Series A Common StockF1,F3 | Jan 17, 2017 | D | 68,897 | $27.69 | D | 825,754 | D | |
| Series A Common StockF1,F4 | Jan 17, 2017 | F | 1,909 | $27.81 | D | 823,845 | D | |
| Series C Common StockF5 | Jan 17, 2017 | M | 289,270 | $25.17 | A | 1,096,741 | D | |
| Series C Common StockF5,F2 | Jan 17, 2017 | D | 216,952 | $27.03 | D | 879,789 | D | |
| Series C Common StockF5,F3 | Jan 17, 2017 | D | 67,342 | $27.03 | D | 812,447 | 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 RightF6,F7 | $33.0719 | Jan 17, 2017 | M | 462,241 | D | Jan 2, 2014 | Jan 31, 2017 | Series A Common Stock | 462,241 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF8,F9 | $43.9199 | Jan 17, 2017 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series A Common Stock | 925,665 | 925,665 | D |
| Cash- and Stock-Settled Stock Appreciation RightF10,F11 | $33.17 | Jan 17, 2017 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series A Common Stock | 231,416 | 462,833 | D |
| Cash- and Stock-Settled Stock Appreciation RightF12 | $26.38 | Jan 17, 2017 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series A Common Stock | 289,270 | 867,811 | D |
| Cash- and Stock-Settled Stock Appreciation RightF13 | $27.69 | Jan 17, 2017 | A | 1,446,351 | A | Jan 2, 2018 | Jan 31, 2021 | Series A Common Stock | 1,446,351 | 1,446,351 | D |
| Cash-Settled Stock Appreciation RightF14,F7 | $32.0781 | Jan 17, 2017 | M | 462,241 | D | Jan 2, 2014 | Jan 31, 2017 | Series C Common Stock | 462,241 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF15,F16 | $42.6001 | Jan 17, 2017 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series C Common Stock | 925,665 | 925,665 | D |
| Cash- and Stock-Settled Stock Appreciation RightF17,F18 | $32.28 | Jan 17, 2017 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series C Common Stock | 231,416 | 462,833 | D |
| Cash- and Stock-Settled Stock Appreciation RightF19 | $25.17 | Jan 17, 2017 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series C Common Stock | 289,270 | 867,811 | D |
| Cash- and Stock-Settled Stock Appreciation RightF20 | $27.03 | Jan 17, 2017 | A | 1,446,351 | A | Jan 2, 2018 | Jan 31, 2021 | Series C Common Stock | 1,446,351 | 1,446,351 | D |
Explanation of responses
- F1The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-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 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 $27.69 per Unit.
- F11The 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.
- F12The 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.
- F13The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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.
- F14No 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 $27.03 per Unit.
- F15No 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 $27.03 per Unit.
- F16The 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.
- F17No 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 $27.03 per Unit.
- F18The 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.
- F19The 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.
- F2These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Appreciation Right.
- F20The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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.
- F3These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.
- F4These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.
- F5The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-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.
- F6No 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 $27.69 per Unit.
- F7The 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.
- 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 $43.9199 per Unit exceeded the ending unit value of $27.69 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 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.