Warner Bros. Discovery, Inc. — Director's Dealing 2014

Jan 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2014-01-16

Reporting Person: Zaslav David (Director, Chief Executive Officer & Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-16	Series A Common Stock	M	465369	$31.69	Acquired	716479	Direct
2014-01-16	Series A Common Stock	M	581710	$41.17	Acquired	1298189	Direct
2014-01-16	Series A Common Stock	M	429588	$41.30	Acquired	1727777	Direct
2014-01-16	Series A Common Stock	M	462240	$65.15	Acquired	2190017	Direct
2014-01-16	Series A Common Stock	D	1938907	$86.52	Disposed	251110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-16	DAP Unit (Stock Appreciation Right)	$31.69	M	465369	Disposed	2014-01-02	Series A Common Stock (465369)	Direct
2014-01-16	DAP Unit (Stock Appreciation Right)	$41.17	M	581710	Disposed	2015-01-02	Series A Common Stock (581710)	Direct
2014-01-16	Cash-Settled Stock Appreciation Right	$41.30	M	429588	Disposed	2016-01-02	Series A Common Stock (429588)	Direct
2014-01-16	Cash-Settled Stock Appreciation Right	$65.15	M	462240	Disposed	2017-01-02	Series A Common Stock (462240)	Direct
2014-01-16	Cash- and Stock-Settled Stock Appreciation Right	$86.52	A	3702660	Acquired	2018-01-02	Series A Common Stock (3702660)	Direct

Footnotes

F1: The DAP Units and Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2012. Under the terms of the DAP and Cash-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.

F2: The DAP Units vested in four equal annual installments beginning on January 2, 2011. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person.

F3: The DAP Units vest in four equal annual installments beginning on January 2, 2012. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person.

F4: The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the vested Cash-Settled Stock Appreciation Rights are automatically settled in cash without any action required by the Reporting Person.

F5: The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the vested Cash-Settled Stock Appreciation Rights are automatically settled in cash without any action required by the Reporting Person.

F6: The 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.