Warner Bros. Discovery, Inc. — Director's Dealing 2020

Jan 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2020-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-16	Series A Common Stock	M	289271	$26.38	Acquired	2047420	Direct
2020-01-16	Series A Common Stock	M	361588	$27.69	Acquired	2409008	Direct
2020-01-16	Series A Common Stock	M	451985	$22.95	Acquired	2860993	Direct
2020-01-16	Series A Common Stock	D	827130	$32.46	Disposed	2033863	Direct
2020-01-16	Series A Common Stock	D	215779	$32.46	Disposed	1818084	Direct
2020-01-16	Series A Common Stock	F	31899	$32.46	Disposed	1786185	Direct
2020-01-16	Series C Common Stock	M	289271	$25.17	Acquired	1509087	Direct
2020-01-16	Series C Common Stock	M	361588	$27.03	Acquired	1870675	Direct
2020-01-16	Series C Common Stock	M	451985	$21.71	Acquired	2322660	Direct
2020-01-16	Series C Common Stock	D	827128	$30.32	Disposed	1495532	Direct
2020-01-16	Series C Common Stock	D	221535	$30.32	Disposed	1273997	Direct
2020-01-16	Series C Common Stock	F	28837	$30.32	Disposed	1245160	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$26.38	M	289271	Disposed	2020-01-31	Class A Common Stock (289271)	Direct
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$27.69	M	361588	Disposed	2021-01-31	Class A Common Stock (361588)	Direct
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$22.95	M	451985	Disposed	2022-01-31	Class A Common Stock (451985)	Direct
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$25.17	M	289271	Disposed	2020-01-31	Class C Common Stock (289271)	Direct
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$27.03	M	361588	Disposed	2021-01-31	Class C Common Stock (361588)	Direct
2020-01-16	Cash- and Stock-Settled Stock Appreciation Right	$21.71	M	451985	Disposed	2022-01-31	Class C Common Stock (451985)	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, 2020. 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, 2020. 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: 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.

F7: 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

F8: 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.

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 C Common
Stock without any action required by the Reporting Person.

F10: 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.

F11: 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.