David Zaslav - 18 Jan 2022 Form 4 Insider Report for Discovery, Inc. (WBD)

Role
Chief Executive Officer & Pres, Director
Signature
Tara L. Smith, by power of attorney
Issuer symbol
WBD
Transactions as of
18 Jan 2022
Net transactions value
-$2,854,501
Form type
4
Filing time
20 Jan 2022, 16:08:43 UTC
Previous filing
07 Jan 2022
Next filing
01 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WBD Series A Common Stock Options Exercise $10,373,056 +451,985 +17% $22.95 3,062,012 18 Jan 2022 Direct F1
transaction WBD Series A Common Stock Disposed to Issuer $8,908,631 -338,989 -11% $26.28 2,723,023 18 Jan 2022 Direct F1, F2
transaction WBD Series A Common Stock Disposed to Issuer $2,593,258 -98,678 -3.6% $26.28 2,624,345 18 Jan 2022 Direct F1, F3
transaction WBD Series A Common Stock Tax liability $208,085 -7,918 -0.3% $26.28 2,616,427 18 Jan 2022 Direct F1, F4
transaction WBD Series C Common Stock Options Exercise $9,812,594 +451,985 +36% $21.71 1,710,338 18 Jan 2022 Direct F5
transaction WBD Series C Common Stock Disposed to Issuer $8,640,753 -338,986 -20% $25.49 1,371,352 18 Jan 2022 Direct F2, F5
transaction WBD Series C Common Stock Disposed to Issuer $2,453,209 -96,242 -7% $25.49 1,275,110 18 Jan 2022 Direct F3, F5
transaction WBD Series C Common Stock Tax liability $236,216 -9,267 -0.73% $25.49 1,265,843 18 Jan 2022 Direct F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WBD Cash- and Stock-Settled Stock Appreciation Right Options Exercise $0 -451,985 -100% $0.000000* 0 18 Jan 2022 Class A Common Stock 451,985 $22.95 Direct F6
transaction WBD Cash- and Stock-Settled Stock Appreciation Right Options Exercise $0 -451,985 -100% $0.000000* 0 18 Jan 2022 Class C Common Stock 451,985 $21.71 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.