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

Aug 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery Communications, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2017-08-15

Reporting Person: MALONE JOHN C (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (DISCK) (4400000)	Direct
2017-08-15	Forward sale contract (obligation to sell)	$	J	1	Acquired		Series C Common Stock (DISCK) (4400000)	Direct
2017-08-15	Forward sale contract (obligation to sell)	$	J	1	Acquired		Series C Common Stock (DISCK) (505600)	Direct

Footnotes

F1: On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of the Issuer's Series C common stock, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split (the "stock split") in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of the Issuer's Series C common stock. Each component relates to 220,000 shares. The 2012 forward may be settled on a physical settlement or cash settlement basis.

F2: The 2012 forward is divided into 20 components, each with respect to 220,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.

F3: On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward contract") relating to a maximum of 4,400,000 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of the Issuer's Series C common stock as of August 15, 2017. The amended forward contract may be settled on a physical settlement or cash settlement basis, as further described in the Remarks section.

F4: The amended forward contract is divided into 20 components, each with respect to 220,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.

F5: On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of the Issuer's Series C common stock as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis, as further described in the Remarks section.

F6: The 2017 forward is divided into 20 components, each with respect to 25,280 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.