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

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2012-12-27

Reporting Person: NEWHOUSE BROADCASTING CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Series C common stock, par value $0.01 per share	J	8450000	—	Disposed	44374821	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-27	Series C preferred stock, par value $0.01 per share	$	C	8450000	Acquired		Series C common stock (8450000)	Indirect

Footnotes

F1: On December 27, 2012, Newhouse Broadcasting Corporation ("NBCo") distributed its ownership interests in FTI Ventures LLC, which prior to the transaction was a wholly owned subsidiary of NBCo and the holder of 8,450,000 shares of Series C preferred stock, to the shareholders of NBCo on a pro rata basis in return for a portion of their shares of NBCo. In connection with the distribution, the shares of Series C preferred stock automatically converted into an equal number of shares of Series C common stock pursuant to their terms.

F2: In addition, prior to the transaction described above in note 1, Advance/Newhouse Programming Partnership ("ANPP"), a general partnership in which an indirect, wholly owned subsidiary of NBCo is a general partner, distributed 4,550,000 shares of Series C preferred stock to its other general partner, Advance Programming Holdings LLC, in an exempt transaction. NBCo continues to have indirect beneficial ownership of 44,374,821 Series C preferred shares, which are held by ANPP and are automatically convertible into an equal number of shares of Series C common stock upon disposition to other than specified persons.