Warner Bros. Discovery, Inc. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2015-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Series A Common Stock	M	581711	$20.8990	Acquired	1153949	Direct
2015-01-16	Series A Common Stock	M	429588	$20.9650	Acquired	1583537	Direct
2015-01-16	Series A Common Stock	M	462240	$33.0719	Acquired	2045777	Direct
2015-01-16	Series A Common Stock	D	1473539	$33.17	Disposed	572238	Direct
2015-01-16	Series C Common Stock	M	581711	$20.2710	Acquired	1149716	Direct
2015-01-16	Series C Common Stock	M	429588	$20.3350	Acquired	1579304	Direct
2015-01-16	Series C Common Stock	M	462240	$32.0781	Acquired	2041544	Direct
2015-01-16	Series C Common Stock	D	1473539	$32.28	Disposed	568005	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-16	DAP Unit (Stock Appreciation Right)	$20.8990	M	581711	Disposed	2015-01-02	Series A Common Stock (581711)	Direct
2015-01-16	Cash-Settled Stock Appreciation Right	$20.9650	M	429588	Disposed	2016-01-02	Series A Common Stock (429588)	Direct
2015-01-16	Cash-Settled Stock Appreciation Right	$33.0719	M	462240	Disposed	2017-01-02	Series A Common Stock (462240)	Direct
2015-01-16	Cash- and Stock-Settled Stock Appreciation Right	$43.9199	M	925665	Disposed	2018-01-02	Series A Common Stock (925665)	Direct
2015-01-16	Cash- and Stock-Settled Stock Appreciation Right	$33.17	A	925665	Acquired	2019-01-02	Series A Common Stock (925665)	Direct
2015-01-16	DAP Unit (Stock Appreciation Right)	$20.2710	M	581711	Disposed	2015-01-02	Series C Common Stock (581711)	Direct
2015-01-16	Cash-Settled Stock Appreciation Right	$20.3350	M	429588	Disposed	2016-01-02	Series C Common Stock (429588)	Direct
2015-01-16	Cash-Settled Stock Appreciation Right	$32.0781	M	462240	Disposed	2017-01-02	Series C Common Stock (462240)	Direct
2015-01-16	Cash- and Stock-Settled Stock Appreciation Right	$42.6001	M	925665	Disposed	2018-01-02	Series C Common Stock (925665)	Direct
2015-01-16	Cash- and Stock-Settled Stock Appreciation Right	$32.28	A	925665	Acquired	2019-01-02	Series C Common Stock (925665)	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, 2015. 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, 2012. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person.

F3: The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.

F4: The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.

F5: No 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 $33.17 per Unit.

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.

F7: The 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.

F8: No 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 $32.28 per Unit.

F9: 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 C Common Stock without any action required by the Reporting Person.

F10: The 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.