SEC Form 4 · accession 0001209191-18-004603
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, 2018
Accepted (ET)
Jan 19, 2018 · 5:16 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash- and Stock-Settled Stock Appreciation RightF1,F2 | $43.9199 | Jan 17, 2018 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series A Common Stock | 925,665 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF3,F4 | $33.17 | Jan 17, 2018 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series A Common Stock | 231,416 | 231,417 | D |
| Cash- and Stock-Settled Stock Appreciation RightF5,F6 | $26.38 | Jan 17, 2018 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series A Common Stock | 289,270 | 578,541 | D |
| Cash- and Stock-Settled Stock Appreciation RightF7,F8 | $27.69 | Jan 17, 2018 | M | 361,587 | D | Jan 2, 2018 | Jan 31, 2021 | Series A Common Stock | 361,587 | 1,084,764 | D |
| Cash- and Stock-Settled Stock Appreciation RightF9 | $22.95 | Jan 17, 2018 | A | 1,807,938 | A | Jan 2, 2019 | Jan 31, 2022 | Series A Common Stock | 1,807,938 | 1,807,938 | D |
| Cash- and Stock-Settled Stock Appreciation RightF10,F11 | $42.6001 | Jan 17, 2018 | M | 925,665 | D | Jan 2, 2015 | Jan 31, 2018 | Series C Common Stock | 925,665 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF12,F13 | $32.28 | Jan 17, 2018 | M | 231,416 | D | Jan 2, 2016 | Jan 31, 2019 | Series C Common Stock | 231,416 | 231,417 | D |
| Cash- and Stock-Settled Stock Appreciation RightF14,F15 | $25.17 | Jan 17, 2018 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series C Common Stock | 289,270 | 578,541 | D |
| Cash- and Stock-Settled Stock Appreciation RightF16,F17 | $27.03 | Jan 17, 2018 | M | 361,587 | D | Jan 2, 2018 | Jan 31, 2021 | Series C Common Stock | 361,587 | 1,084,764 | D |
| Cash- and Stock-Settled Stock Appreciation RightF18 | $21.71 | Jan 17, 2018 | A | 1,807,938 | A | Jan 2, 2019 | Jan 31, 2022 | Series C Common Stock | 1,807,938 | 1,807,938 | D |
Explanation of responses
- F1No 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 $22.95 per Unit.
- 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 $42.6001 per Unit exceeded the ending unit value of $21.71 per Unit.
- F11The 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.
- F12No 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 $21.71 per Unit.
- F13The 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.
- F14No 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 $25.17 per Unit exceeded the ending unit value of $21.71 per Unit.
- 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.
- F16No 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 $27.03 per Unit exceeded the ending unit value of $21.71 per Unit.
- F17The 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.
- F18The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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- 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.
- F3No 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 $22.95 per Unit.
- F4The 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.
- 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 $26.38 per Unit exceeded the ending unit value of $22.95 per Unit.
- F6The 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.
- 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 $27.69 per Unit exceeded the ending unit value of $22.95 per Unit.
- F8The 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.
- F9The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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.