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

Jun 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCK)
CIK: 0001437107
Period of Report: 2019-06-13

Reporting Person: ADVANCE LONG-TERM MANAGEMENT TRUST (Director, 10% Owner)
Reporting Person: NEWHOUSE BROADCASTING CORP (10% Owner)
Reporting Person: ADVANCE PUBLICATIONS, INC (10% Owner)
Reporting Person: NEWHOUSE FAMILY HOLDINGS, L.P. (10% Owner)
Reporting Person: ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-13	Series C Common Stock	C	12500017	—	Acquired	12507224	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-13	Series C-1 Convertible Participating Preferred Stock	$	C	645502	Disposed		Series C Common Stock (12500017)	Indirect
2019-06-13	Call option (obligation to sell)	$31.3036	S	12500000	Disposed		Series C Common Stock (12500000)	Indirect
2019-06-13	Put option (right to sell)	$24.1830	P	12500000	Acquired		Series C Common Stock (12500000)	Indirect

Footnotes

F1: On June 13, 2019, Advance/Newhouse Programming Partnership ("A/NPP") converted 645,502 shares of Discovery, Inc.'s Series C-1 Convertible Participating Preferred Stock ("Preferred Shares") into 12,500,017 shares of Discovery, Inc.'s Series C Common Stock ("Common Shares").

F2: A/NPP is the record holder of the Preferred Shares, Common Shares and the call options and put options described above. The other reporting persons may be deemed to beneficially own Preferred Shares, Common Shares and the call options and put options held by A/NPP due to their control of A/NPP. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

F3: Each Preferred Share is convertible pursuant to its terms into 19.3648 Common Shares at any time.

F4: On June 13, 2019, A/NPP established a credit facility backed by an equity collar transaction and an aggregate of 12,500,000 Common Shares to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/NPP entered into a Share Collar Transaction (the "Transaction") with an unaffiliated bank, pursuant to which A/NPP wrote European call options and purchased European put options over an aggregate of 12,500,000 Common Shares. The Transaction will be settled in cash unless A/NPP elects physical settlement.

F5: The Transaction expires evenly over a series of expiration dates from May 17, 2021 to June 28, 2021, inclusive.

F6: On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Shares on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price.

F7: The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option.