Warner Bros. Discovery, Inc. — Director's Dealing 2021

Jan 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2021-01-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-19	Series A Common Stock	M	361588	$27.69	Acquired	2868348	Direct
2021-01-19	Series A Common Stock	M	451984	$22.95	Acquired	3320332	Direct
2021-01-19	Series A Common Stock	D	610182	$32.05	Disposed	2710150	Direct
2021-01-19	Series A Common Stock	D	159010	$32.05	Disposed	2551140	Direct
2021-01-19	Series A Common Stock	F	23620	$32.05	Disposed	2527520	Direct
2021-01-19	Series C Common Stock	M	361588	$27.03	Acquired	1606748	Direct
2021-01-19	Series C Common Stock	M	451984	$21.71	Acquired	2058732	Direct
2021-01-19	Series C Common Stock	D	610164	$27.95	Disposed	1448568	Direct
2021-01-19	Series C Common Stock	D	175205	$27.95	Disposed	1273363	Direct
2021-01-19	Series C Common Stock	F	15010	$27.95	Disposed	1258353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-19	Cash- and Stock-Settled Stock Appreciation Right	$27.69	M	361588	Disposed	2021-01-31	Class A Common Stock (361588.0)	Direct
2021-01-19	Cash- and Stock-Settled Stock Appreciation Right	$22.95	M	451984	Disposed	2022-01-31	Class A Common Stock (451984.0)	Direct
2021-01-19	Cash- and Stock-Settled Stock Appreciation Right	$27.03	M	361588	Disposed	2021-01-31	Class C Common Stock (361588.0)	Direct
2021-01-19	Cash- and Stock-Settled Stock Appreciation Right	$21.71	M	451984	Disposed	2022-01-31	Class C Common Stock (451984.0)	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, 2021. 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 Stock 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 withheld by 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, 2021. 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, 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.

F7: 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.

F8: 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.

F9: 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.