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

Jan 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2019-01-16

Reporting Person: Zaslav David (Director, Chief Executive Officer & Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-16	Series A Common Stock	M	451984	$22.95	Acquired	1689513	Direct
2019-01-16	Series A Common Stock	D	338988	$26.14	Disposed	1350525	Direct
2019-01-16	Series A Common Stock	D	99207	$26.14	Disposed	1251318	Direct
2019-01-16	Series A Common Stock	F	7335	$26.14	Disposed	1243983	Direct
2019-01-16	Series C Common Stock	M	451984	$21.71	Acquired	1666143	Direct
2019-01-16	Series C Common Stock	D	338988	$24.31	Disposed	1327155	Direct
2019-01-16	Series C Common Stock	D	100911	$24.31	Disposed	1226244	Direct
2019-01-16	Series C Common Stock	F	6428	$24.31	Disposed	1219816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$33.17	M	231417	Disposed	2019-01-31	Series A Common Stock (231417)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$26.38	M	289270	Disposed	2020-01-31	Series A Common Stock (289270)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$27.69	M	361588	Disposed	2021-01-31	Series A Common Stock (361588)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$22.95	M	451984	Disposed	2022-01-31	Series A Common Stock (451984)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$32.28	M	231417	Disposed	2019-01-31	Series C Common Stock (231417)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$25.17	M	289270	Disposed	2020-01-31	Series C Common Stock (289270)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$27.03	M	361588	Disposed	2021-01-31	Series C Common Stock (361588)	Direct
2019-01-16	Cash- and Stock-Settled Stock Appreciation Right	$21.71	M	451984	Disposed	2022-01-31	Series C Common Stock (451984)	Direct

Footnotes

F1: The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2019. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date.

F2: These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Appreciation Right.

F3: These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.

F4: These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right.

F5: The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2019. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date.

F6: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $33.17 per Unit exceeded the ending unit value of $26.14 per Unit.

F7: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.

F8: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $26.38 per Unit exceeded the ending unit value of $26.14 per Unit.

F9: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.

F10: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $27.69 per Unit exceeded the ending unit value of $26.14 per Unit.

F11: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.

F12: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.

F13: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $32.28 per Unit exceeded the ending unit value of $24.31 per Unit.

F14: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.

F15: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $25.17 per Unit exceeded the ending unit value of $24.31 per Unit.

F16: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.

F17: No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $27.03 per Unit exceeded the ending unit value of $24.31 per Unit.

F18: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.

F19: The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.