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

Sep 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2018-08-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-31	Series C Common Stock	J	183656	—	Disposed	9527024	Direct
2018-08-31	Series C Common Stock	J	21104	—	Disposed	9505920	Direct
2018-09-04	Series C Common Stock	J	183194	—	Disposed	9322726	Direct
2018-09-04	Series C Common Stock	J	21051	—	Disposed	9301675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-31	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (2200000)	Direct
2018-08-31	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (252800)	Direct
2018-09-04	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (1980000)	Direct
2018-09-04	Forward sale contract (obligation to sell)	$	J	1	Disposed		Series C Common Stock (227520)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: On August 31, 2018, the eleventh 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 eleventh component was above the amended forward cap price; therefore, the Reporting Person delivered 183,656 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 36,344 shares of DISCK.

F2: On August 31, 2018, the eleventh 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 eleventh component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,104 shares of DISCK to the counterparty and retained 4,176 shares of DISCK.

F3: On September 4, 2018, the twelfth 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 twelfth component was above the amended forward cap price; therefore, the Reporting Person delivered 183,194 shares of DISCK to the counterparty and retained 36,806 shares of DISCK.

F4: On September 4, 2018, the twelfth 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 twelfth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,051 shares of DISCK to the counterparty and retained 4,229 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.