SEC Form 4 · accession 0001209191-19-004566
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, 2019
Accepted (ET)
Jan 18, 2019 · 4:42 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 16, 2019 | M | 451,984 | $22.95 | A | 1,689,513 | D | |
| Series A Common StockF1,F2 | Jan 16, 2019 | D | 338,988 | $26.14 | D | 1,350,525 | D | |
| Series A Common StockF1,F3 | Jan 16, 2019 | D | 99,207 | $26.14 | D | 1,251,318 | D | |
| Series A Common StockF1,F4 | Jan 16, 2019 | F | 7,335 | $26.14 | D | 1,243,983 | D | |
| Series C Common StockF5 | Jan 16, 2019 | M | 451,984 | $21.71 | A | 1,666,143 | D | |
| Series C Common StockF5,F2 | Jan 16, 2019 | D | 338,988 | $24.31 | D | 1,327,155 | D | |
| Series C Common StockF5,F3 | Jan 16, 2019 | D | 100,911 | $24.31 | D | 1,226,244 | D | |
| Series C Common StockF5,F4 | Jan 16, 2019 | F | 6,428 | $24.31 | D | 1,219,816 | D |
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 RightF6,F7 | $33.17 | Jan 16, 2019 | M | 231,417 | D | Jan 2, 2016 | Jan 31, 2019 | Series A Common Stock | 231,417 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF8,F9 | $26.38 | Jan 16, 2019 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series A Common Stock | 289,270 | 289,271 | D |
| Cash- and Stock-Settled Stock Appreciation RightF10,F11 | $27.69 | Jan 16, 2019 | M | 361,588 | D | Jan 2, 2018 | Jan 31, 2021 | Series A Common Stock | 361,588 | 723,176 | D |
| Cash- and Stock-Settled Stock Appreciation RightF12 | $22.95 | Jan 16, 2019 | M | 451,984 | D | Jan 2, 2019 | Jan 31, 2022 | Series A Common Stock | 451,984 | 1,355,954 | D |
| Cash- and Stock-Settled Stock Appreciation RightF13,F14 | $32.28 | Jan 16, 2019 | M | 231,417 | D | Jan 2, 2016 | Jan 31, 2019 | Series C Common Stock | 231,417 | 0 | D |
| Cash- and Stock-Settled Stock Appreciation RightF15,F16 | $25.17 | Jan 16, 2019 | M | 289,270 | D | Jan 2, 2017 | Jan 31, 2020 | Series C Common Stock | 289,270 | 289,271 | D |
| Cash- and Stock-Settled Stock Appreciation RightF17,F18 | $27.03 | Jan 16, 2019 | M | 361,588 | D | Jan 2, 2018 | Jan 31, 2021 | Series C Common Stock | 361,588 | 723,176 | D |
| Cash- and Stock-Settled Stock Appreciation RightF19 | $21.71 | Jan 16, 2019 | M | 451,984 | D | Jan 2, 2019 | Jan 31, 2022 | Series C Common Stock | 451,984 | 1,355,954 | 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, 2019. 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 $27.69 per Unit exceeded the ending unit value of $26.14 per Unit.
- F11The 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.
- F12The 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.
- 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 $24.31 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.
- 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 $25.17 per Unit exceeded the ending unit value of $24.31 per Unit.
- F16The 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.
- 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 $27.03 per Unit exceeded the ending unit value of $24.31 per Unit.
- F18The 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.
- F19The 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.
- 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.
- 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, 2019. 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 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 $26.14 per Unit.
- 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 $26.38 per Unit exceeded the ending unit value of $26.14 per Unit.
- 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.