Warner Bros. Discovery, Inc. — Director's Dealing 2012

Jul 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCK)
CIK: 0001437107
Period of Report: 2012-07-20

Reporting Person: MALONE JOHN C (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-20	Forward sale contract (obligation to sell)	$	J	1	Acquired		Series C Common Stock (2200000)	Direct

Footnotes

F1: The reporting person has entered into a long-dated post-paid variable forward sale contract with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 110,000 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on the volume weighted average price at which the counterparty established its initial hedge, which was completed on July 20, 2012. The contract may be settled on a physical settlement or cash settlement basis. (Continued in Footnote 2)

F2: If the contract is physically settled, the reporting person will receive an aggregate of $93,671,380 from the counterparty, and the number of shares to be delivered by the reporting person on the settlement date for each component will depend upon the relationship between the closing price of the Series C common stock on the maturity date for that component (the "settlement price"), and the forward floor price and the forward cap price, as follows: (Continued in Footnote 3)

F3: (i) if the settlement price is less than or equal to the forward floor price, the reporting person will deliver the Number of Shares; (ii) if the settlement price is greater than the forward floor price and less than or equal to the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price is greater than the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the forward cap price. (Continued in Footnote 4)

F4: If the contract is cash settled, then (a) if the settlement price is less than or equal to the forward floor price, the reporting person will be entitled to receive from the counterparty a cash amount equal to the difference times the Number of Shares; (b) if the settlement price is greater than the forward floor price but less than or equal to the forward cap price, neither party will be entitled to payment; and (c) if the settlement price is greater than the forward cap price, the counterparty will be entitled to receive from the reporting person a cash amount equal to the difference times the Number of Shares.

F5: The forward sale contract is divided into 20 components, each with respect to 110,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.