Warner Bros. Discovery, Inc. — Director's Dealing 2019

Nov 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2019-11-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-14	Series C Common Stock	P	2670000	$28.03	Acquired	10317937	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-14	Call option (obligation to sell)	$35.7943	S	3650000	Disposed		Series C common stock (3650000)	Direct
2019-11-14	Put option (right to sell)	$25.227	P	3650000	Acquired		Series C common stock (3650000)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The Reporting Person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.

F2: The reporting person disclaims beneficial ownership of the shares owned by his spouse.

F3: On November 14, 2019, the reporting person entered into a "zero-cost collar" arrangement (the "Transaction") pursuant to which he wrote European call options and purchased European put options over an aggregate of 3,650,000 Class C common shares. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement.

F4: The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series C common stock and the last of which is with respect to 350,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027.

F5: The Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.