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

Jan 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Discovery, Inc. (DISCA)
CIK: 0001437107
Period of Report: 2022-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-18	Series A Common Stock	M	451985	$22.95	Acquired	3062012	Direct
2022-01-18	Series A Common Stock	D	338989	$26.28	Disposed	2723023	Direct
2022-01-18	Series A Common Stock	D	98678	$26.28	Disposed	2624345	Direct
2022-01-18	Series A Common Stock	F	7918	$26.28	Disposed	2616427	Direct
2022-01-18	Series C Common Stock	M	451985	$21.71	Acquired	1710338	Direct
2022-01-18	Series C Common Stock	D	338986	$25.49	Disposed	1371352	Direct
2022-01-18	Series C Common Stock	D	96242	$25.49	Disposed	1275110	Direct
2022-01-18	Series C Common Stock	F	9267	$25.49	Disposed	1265843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-18	Cash- and Stock-Settled Stock Appreciation Right	$22.95	M	451985	Disposed	2022-01-31	Class A Common Stock (451985.0)	Direct
2022-01-18	Cash- and Stock-Settled Stock Appreciation Right	$21.71	M	451985	Disposed	2022-01-31	Class C Common Stock (451985.0)	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 3, 2022. Under the terms ofthe 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 3, 2022. 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, 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.

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 C Common Stock without any action required by the Reporting Person.