Warner Bros. Discovery, Inc. — Director's Dealing 2016

Jan 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2016-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Series A Common Stock	M	429589	$20.965	Acquired	1369451	Direct
2016-01-15	Series A Common Stock	D	429589	$26.38	Disposed	939862	Direct
2016-01-15	Series C Common Stock	M	429589	$20.335	Acquired	1359810	Direct
2016-01-15	Series C Common Stock	D	429589	$25.17	Disposed	930221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-15	Cash-Settled Stock Appreciation Right	$20.965	M	429589	Disposed	2016-01-31	Series A Common Stock (429589)	Direct
2016-01-15	Cash-Settled Stock Appreciation Right	$33.0719	M	462240	Disposed	2017-01-31	Series A Common Stock (462240)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$43.9199	M	925665	Disposed	2018-01-31	Series A Common Stock (925665)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$33.17	M	231416	Disposed	2019-01-31	Series A Common Stock (231416)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$26.38	A	1157081	Acquired	2020-01-31	Series A Common Stock (1157081)	Direct
2016-01-15	Cash-Settled Stock Appreciation Right	$20.335	M	429589	Disposed	2016-01-31	Series C Common Stock (429589)	Direct
2016-01-15	Cash-Settled Stock Appreciation Right	$32.0781	M	462240	Disposed	2017-01-31	Series C Common Stock (462240)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$42.6001	M	925665	Disposed	2018-01-31	Series C Common Stock (925665)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$32.28	M	231416	Disposed	2019-01-31	Series C Common Stock (231416)	Direct
2016-01-15	Cash- and Stock-Settled Stock Appreciation Right	$25.17	A	1157081	Acquired	2020-01-31	Series C Common Stock (1157081)	Direct

Footnotes

F1: The Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2016. Under the terms of the 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 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.

F3: No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $33.0719 per Unit exceeded the ending unit value of $26.38 per Unit.

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 $26.38 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: 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 $33.17 per Unit exceeded the ending unit value of $26.38 per Unit.

F8: 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.

F9: The 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.

F10: No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $32.0781 per Unit exceeded the ending unit value of $25.17 per Unit.

F11: 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 $25.17 per Unit.

F12: 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.

F13: 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 $32.28 per Unit exceeded the ending unit value of $25.17 per Unit.

F14: 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.

F15: The 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.