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Warner Bros. Discovery, Inc. — Director's Dealing 2022
Apr 13, 2022
30161_dirs_2022-04-12_8ff254f8-1209-4307-a79d-2d0ca43b927d.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Warner Bros. Discovery, Inc. (WBD)
CIK: 0001437107
Period of Report: 2022-04-08
Reporting Person: Zaslav David (Director, Chief Executive Officer & Pres)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-04-08 | Series A Common Stock | D | 2777487 | — | Disposed | 0 | Direct |
| 2022-04-08 | Series C Common Stock | D | 1265843 | — | Disposed | 0 | Direct |
| 2022-04-08 | Series A Common Stock | A | 4043330 | — | Acquired | 4043330 | Direct |
| 2022-04-08 | Series A Common Stock | A | 153 | — | Acquired | 153 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-04-08 | Employee Stock Option (right to acquire) | $27.35 | D | 2435655 | Disposed | 2025-07-16 | Series A Common Stock (2435655.0) | Direct |
| 2022-04-08 | Employee Stock Option | $27.35 | A | 2435655 | Acquired | 2025-07-16 | Series A Common Stock (2435655.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $28.72 | D | 2211344 | Disposed | 2025-07-16 | Series A Common Stock (2211344.0) | Direct |
| 2022-04-08 | Employee Stock Option | $28.72 | A | 2211344 | Acquired | 2025-07-16 | Series A Common Stock (2211344.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $30.15 | D | 2155404 | Disposed | 2025-07-16 | Series A Common Stock (2155404.0) | Direct |
| 2022-04-08 | Employee Stock Option | $30.15 | A | 2155404 | Acquired | 2025-07-16 | Series A Common Stock (2155404.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $31.66 | D | 2393454 | Disposed | 2025-07-16 | Series A Common Stock (2393454.0) | Direct |
| 2022-04-08 | Employee Stock Option | $31.66 | A | 2393454 | Acquired | 2025-07-16 | Series A Common Stock (2393454.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $33.24 | D | 2560788 | Disposed | 2025-07-16 | Series A Common Stock (2560788.0) | Direct |
| 2022-04-08 | Employee Stock Option | $33.24 | A | 2560788 | Acquired | 2025-07-16 | Series A Common Stock (2560788.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $35.65 | D | 1635284 | Disposed | 2028-05-16 | Series A Common Stock (1635284.0) | Direct |
| 2022-04-08 | Employee Stock Option | $35.65 | A | 1635284 | Acquired | 2028-05-16 | Series A Common Stock (1635284.0) | Direct |
| 2022-04-08 | Employee Stock Option (right to acquire) | $37.43 | D | 1519414 | Disposed | 2028-05-16 | Series A Common Stock (1519414.0) | Direct |
| 2022-04-08 | Employee Stock Option | $37.43 | A | 1519414 | Acquired | 2028-05-16 | Series A Common Stock (1519414.0) | Direct |
| 2022-04-08 | Employee Stock Option | $39.3 | D | 1557685 | Disposed | 2028-05-16 | Series A Common Stock (1557685.0) | Direct |
| 2022-04-08 | Employee Stock Option | $39.3 | A | 1557685 | Acquired | 2028-05-16 | Series A Common Stock (1557685.0) | Direct |
| 2022-04-08 | Employee Stock Option | $41.27 | D | 1603292 | Disposed | 2028-05-16 | Series A Common Stock (1603292.0) | Direct |
| 2022-04-08 | Employee Stock Option | $41.27 | A | 1603292 | Acquired | 2028-05-16 | Series A Common Stock (1603292.0) | Direct |
| 2022-04-08 | Employee Stock Option | $43.33 | D | 1682083 | Disposed | 2028-05-16 | Series A Common Stock (1682083.0) | Direct |
| 2022-04-08 | Employee Stock Option | $43.33 | A | 1682083 | Acquired | 2028-05-16 | Series A Common Stock (1682083.0) | Direct |
| 2022-04-08 | Employee Stock Option | $35.65 | D | 1360127 | Disposed | 2028-05-16 | Series A Common Stock (1360127.0) | Direct |
| 2022-04-08 | Employee Stock Option | $35.65 | A | 1360127 | Acquired | 2028-05-16 | Series A Common Stock (1360127.0) | Direct |
| 2022-04-08 | Employee Stock Option | $37.43 | D | 1421234 | Disposed | 2028-05-16 | Series A Common Stock (1421234.0) | Direct |
| 2022-04-08 | Employee Stock Option | $37.43 | A | 1421234 | Acquired | 2028-05-16 | Series A Common Stock (1421234.0) | Direct |
| 2022-04-08 | Employee Stock Option | $39.3 | D | 1401917 | Disposed | 2028-05-16 | Series A Common Stock (1401917.0) | Direct |
| 2022-04-08 | Employee Stock Option | $39.3 | A | 1401917 | Acquired | 2028-05-16 | Series A Common Stock (1401917.0) | Direct |
| 2022-04-08 | Employee Stock Option | $41.27 | D | 1270188 | Disposed | 2028-05-16 | Series A Common Stock (1270188.0) | Direct |
| 2022-04-08 | Employee Stock Option | $41.27 | A | 1270188 | Acquired | 2028-05-16 | Series A Common Stock (1270188.0) | Direct |
| 2022-04-08 | Employee Stock Option | $43.33 | D | 1322488 | Disposed | 2028-05-16 | Series A Common Stock (1322488.0) | Direct |
| 2022-04-08 | Employee Stock Option | $43.33 | A | 1322488 | Acquired | 2028-05-16 | Series A Common Stock (1322488.0) | Direct |
Footnotes
F1: Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").
F2: Represents shares of DISCA and DISCK (as defined below) disposed of in the reclassification and automatic conversion on April 8, 2022 by Discovery, Inc. ("Discovery") of all of its shares of capital stock into shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock"). On April 8, 2022, Discovery completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc.
F3: Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
F4: Represents WBD Series A common stock.
F5: Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.
F6: In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the WarnerMedia Business to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders the issued and outstanding shares of common stock of Spinco (the "Spinco Stock"), (3) a wholly-owned subsidiary of Discovery combined with Spinco, and (4) each share of Spinco Stock was automatically converted into 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
F7: Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.
F8: 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023.
F9: Represents DISCA.
F10: Represents stock options to acquire WBD Series A common stock that were acquired in exchange for, on a one-for-one basis, stock options to acquire DISCA having substantially the same terms in connection with the Combination.
F11: This option vests in four equal annual installments beginning on May 16, 2022.
F12: This option vests in four equal annual installments beginning on May 16, 2023.
F13: This option vests in three equal annual installments beginning on May 16, 2024.
F14: This option vests in two equal annual installments beginning on May 16, 2025.
F15: This option vests 100% on May 16, 2026.
F16: This option vests in four equal annual installments beginning on January 1, 2024.
F17: This option vests in four equal annual installments beginning on January 1, 2025.
F18: This option vests in three equal annual installments beginning on January 1, 2026.
F19: This option vests in two equal annual installments beginning on January 1, 2027.
F20: This option vests 100% on December 31, 2027.