Warner Bros. Discovery, Inc. — Director's Dealing 2022

Apr 13, 2022

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: Leavy David (Chief Corp Affairs Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-08	Series A Common Stock	D	154789	—	Disposed	0	Direct
2022-04-08	Series C Common Stock	D	5521	—	Disposed	0	Direct
2022-04-08	Series A Common Stock	A	160310	—	Acquired	160310	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-08	Employee Stock Option (right to acquire)	$24.06	D	16914	Disposed	2025-03-01	Series A Common Stock (16914.0)	Direct
2022-04-08	Employee Stock Option	$24.06	A	16914	Acquired	2025-03-01	Series A Common Stock (16914.0)	Direct
2022-04-08	Employee Stock Option (right to acquire)	$29.08	D	29101	Disposed	2026-03-01	Series A Common Stock (29101.0)	Direct
2022-04-08	Employee Stock Option	$29.08	A	29101	Acquired	2026-03-01	Series A Common Stock (29101.0)	Direct
2022-04-08	Employee Stock Option (right to acquire)	$25.7	D	85944	Disposed	2027-02-28	Series A Common Stock (85944.0)	Direct
2022-04-08	Employee Stock Option	$25.7	A	85944	Acquired	2027-02-28	Series A Common Stock (85944.0)	Direct
2022-04-08	Employee Stock Option	$58.18	D	65273	Disposed	2028-03-01	Series A Common Stock (65273.0)	Direct
2022-04-08	Employee Stock Option	$58.18	A	65273	Acquired	2028-03-01	Series A Common Stock (65273.0)	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: 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.

F7: This option is fully vested and exercisable.

F8: Represents DISCA.

F9: 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.

F10: As initially granted, this option vests in four equal annual installments beginning March 1, 2020.

F11: As initially granted, this option vests in four equal annual installments beginning February 28, 2021.

F12: This option vests in four equal annual installments beginning on March 1, 2022.