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: BENNETT ROBERT R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-08	Series A Common Stock	D	6218	—	Disposed	0	Direct
2022-04-08	Series A Common Stock	D	8364	—	Disposed	0	Indirect
2022-04-08	Series A Common Stock	D	6768	—	Disposed	0	Indirect
2022-04-08	Series A Common Stock	D	326	—	Disposed	0	Indirect
2022-04-08	Series C Common Stock	D	3519	—	Disposed	0	Direct
2022-04-08	Series C Common Stock	D	164799	—	Disposed	0	Indirect
2022-04-08	Series C Common Stock	D	27922	—	Disposed	0	Indirect
2022-04-08	Series C Common Stock	D	979	—	Disposed	0	Indirect
2022-04-08	Series A Common Stock	A	9737	—	Acquired	9737	Direct
2022-04-08	Series A Common Stock	A	173163	—	Acquired	173163	Indirect
2022-04-08	Series A Common Stock	A	34690	—	Acquired	34690	Indirect
2022-04-08	Series A Common Stock	A	1305	—	Acquired	1305	Indirect
2022-04-08	Series A Common Stock	A	678	—	Acquired	1983	Indirect

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 DISCA.

F4: Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").

F5: Represents WBD Series A common stock.

F6: 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.

F7: 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.