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

Apr 12, 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: Wiedenfels Gunnar (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-08	Series A Common Stock	D	381488	—	Disposed	0	Direct
2022-04-08	Series C Common Stock	D	75000	—	Disposed	0	Direct
2022-04-08	Series A Common Stock	A	456488	—	Acquired	456488	Direct
2022-04-08	Series A Common Stock	A	39	—	Acquired	456527	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-08	Employee Stock Option	$26.21	D	40001	Disposed	2024-05-22	Series A Common Stock (40001.0)	Direct
2022-04-08	Employee Stock Option	$26.21	A	40001	Acquired	2024-05-22	Series A Common Stock (40001.0)	Direct
2022-04-08	Employee Stock Option	$24.06	D	50741	Disposed	2025-03-01	Series A Common Stock (50741.0)	Direct
2022-04-08	Employee Stock Option	$24.06	A	50741	Acquired	2025-03-01	Series A Common Stock (50741.0)	Direct
2022-04-08	Employee Stock Option	$29.08	D	92592	Disposed	2026-03-01	Series A Common Stock (92592.0)	Direct
2022-04-08	Employee Stock Option	$29.08	A	92592	Acquired	2026-03-01	Series A Common Stock (92592.0)	Direct
2022-04-08	Employee Stock Option	$25.7	D	150402	Disposed	2027-02-28	Series A Common Stock (150402.0)	Direct
2022-04-08	Employee Stock Option	$25.7	A	150402	Acquired	2027-02-28	Series A Common Stock (150402.0)	Direct
2022-04-08	Employee Stock Option	$58.18	D	130546	Disposed	2028-03-01	Series A Common Stock (130546.0)	Direct
2022-04-08	Employee Stock Option	$58.18	A	130546	Acquired	2028-03-01	Series A Common Stock (130546.0)	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 business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 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: This option is fully vested and exercisable.

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

F12: As initially granted, this option vests in four equal annual installments beginning February 28, 2021.

F13: This option vests in four equal annual installments beginning on March 1, 2022.