Warner Bros. Discovery, Inc. — Director's Dealing 2017

Jan 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2017-01-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-17	Series A Common Stock	M	289270	$26.38	Acquired	1111603	Direct
2017-01-17	Series A Common Stock	D	216952	$27.69	Disposed	894651	Direct
2017-01-17	Series A Common Stock	D	68897	$27.69	Disposed	825754	Direct
2017-01-17	Series A Common Stock	F	1909	$27.81	Disposed	823845	Direct
2017-01-17	Series C Common Stock	M	289270	$25.17	Acquired	1096741	Direct
2017-01-17	Series C Common Stock	D	216952	$27.03	Disposed	879789	Direct
2017-01-17	Series C Common Stock	D	67342	$27.03	Disposed	812447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-17	Cash-Settled Stock Appreciation Right	$33.0719	M	462241	Disposed	2017-01-31	Series A Common Stock (462241)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$43.9199	M	925665	Disposed	2018-01-31	Series A Common Stock (925665)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$33.17	M	231416	Disposed	2019-01-31	Series A Common Stock (231416)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$26.38	M	289270	Disposed	2020-01-31	Series A Common Stock (289270)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$27.69	A	1446351	Acquired	2021-01-31	Series A Common Stock (1446351)	Direct
2017-01-17	Cash-Settled Stock Appreciation Right	$32.0781	M	462241	Disposed	2017-01-31	Series C Common Stock (462241)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$42.6001	M	925665	Disposed	2018-01-31	Series C Common Stock (925665)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$32.28	M	231416	Disposed	2019-01-31	Series C Common Stock (231416)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$25.17	M	289270	Disposed	2020-01-31	Series C Common Stock (289270)	Direct
2017-01-17	Cash- and Stock-Settled Stock Appreciation Right	$27.03	A	1446351	Acquired	2021-01-31	Series C Common Stock (1446351)	Direct

Footnotes

F1: The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-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: These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Appreciation Right.

F3: These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.

F4: These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.

F5: The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-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.

F6: 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 $27.69 per Unit.

F7: 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.

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 $43.9199 per Unit exceeded the ending unit value of $27.69 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 A Common Stock without any action required by the Reporting Person.

F10: 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 $27.69 per Unit.

F11: 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.

F12: 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.

F13: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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.

F14: 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 $27.03 per Unit.

F15: 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 $27.03 per Unit.

F16: 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.

F17: 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 $27.03 per Unit.

F18: 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.

F19: 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.

F20: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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.