Warner Bros. Discovery, Inc. — Director's Dealing 2018

Sep 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2018-09-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-05	Series C Common Stock	J	183370	—	Disposed	9118305	Direct
2018-09-05	Series C Common Stock	J	21071	—	Disposed	9097234	Direct
2018-09-06	Series C Common Stock	J	183348	—	Disposed	8913886	Direct
2018-09-06	Series C Common Stock	J	21068	—	Disposed	8892818	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-05	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (1760000)	Direct
2018-09-05	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (202240)	Direct
2018-09-06	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (1540000)	Direct
2018-09-06	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (176960)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series C Common Stock	557000	Indirect
Series C Common Stock	1316424	Indirect

Footnotes

F1: On September 5, 2018, the thirteenth component of the amended forward (as defined and described below) matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the thirteenth component was above the amended forward cap price; therefore, the Reporting Person delivered 183,370 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 36,630 shares of DISCK.

F2: On September 5, 2018, the thirteenth component of the 2017 forward (as defined and described below) matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the thirteenth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,071 shares of DISCK to the counterparty and retained 4,209 shares of DISCK.

F3: On September 6, 2018, the fourteenth component of the amended forward matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the fourteenth component was above the amended forward cap price; therefore, the Reporting Person delivered 183,348 shares of DISCK to the counterparty and retained 36,652 shares of DISCK.

F4: On September 6, 2018, the fourteenth component of the 2017 forward matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the fourteenth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,068 shares of DISCK to the counterparty and retained 4,212 shares of DISCK.

F5: The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.

F6: The reporting person disclaims beneficial ownership of the shares owned by his spouse.

F7: 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 DISCK, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 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 DISCK. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward") relating to a maximum of 4,400,000 shares of DISCK, divided into 20 components each relating 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 DISCK as of August 15, 2017. The amended forward may be settled on a physical settlement or cash settlement basis.

F8: The amended forward is divided into 20 components, each with respect to 220,000 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.

F9: 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 DISCK, 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 DISCK as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis.

F10: The 2017 forward is divided into 20 components, each with respect to 25,280 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.