Gunnar Wiedenfels - Apr 8, 2022 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Chief Financial Officer
Signature
Tara L. Smith, by power of attorney
Stock symbol
WBD
Transactions as of
Apr 8, 2022
Transactions value $
$0
Form type
4
Date filed
4/12/2022, 05:35 PM
Previous filing
Mar 2, 2022
Next filing
Apr 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WBD Series A Common Stock Disposed to Issuer $0 -381K -100% $0.00* 0 Apr 8, 2022 Direct F1, F2
transaction WBD Series C Common Stock Disposed to Issuer $0 -75K -100% $0.00* 0 Apr 8, 2022 Direct F2, F3
transaction WBD Series A Common Stock Award $0 +456K $0.00 456K Apr 8, 2022 Direct F4, F5
transaction WBD Series A Common Stock Award $0 +39 +0.01% $0.00 457K Apr 8, 2022 Direct F4, F6

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 Employee Stock Option Disposed to Issuer $0 -40K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 40K $26.21 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +40K $0.00 40K Apr 8, 2022 Series A Common Stock 40K $26.21 Direct F4, F8, F10
transaction WBD Employee Stock Option Disposed to Issuer $0 -50.7K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 50.7K $24.06 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +50.7K $0.00 50.7K Apr 8, 2022 Series A Common Stock 50.7K $24.06 Direct F4, F8, F10
transaction WBD Employee Stock Option Disposed to Issuer $0 -92.6K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 92.6K $29.08 Direct F7, F9, F11
transaction WBD Employee Stock Option Award $0 +92.6K $0.00 92.6K Apr 8, 2022 Series A Common Stock 92.6K $29.08 Direct F4, F10, F11
transaction WBD Employee Stock Option Disposed to Issuer $0 -150K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 150K $25.70 Direct F7, F9, F12
transaction WBD Employee Stock Option Award $0 +150K $0.00 150K Apr 8, 2022 Series A Common Stock 150K $25.70 Direct F4, F10, F12
transaction WBD Employee Stock Option Disposed to Issuer $0 -131K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 131K $58.18 Direct F7, F9, F13
transaction WBD Employee Stock Option Award $0 +131K $0.00 131K Apr 8, 2022 Series A Common Stock 131K $58.18 Direct F4, F10, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the Issuer's Series A common stock is WBD.