MALONE JOHN C - 08 Apr 2022 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Director
Signature
Tara L. Smith, by power of attorney
Issuer symbol
WBD
Transactions as of
08 Apr 2022
Net transactions value
$0
Form type
4
Filing time
12 Apr 2022, 17:45:51 UTC
Previous filing
05 Apr 2022
Next filing
02 May 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 Disposed to Issuer $0 -2,000 -100% $0.000000* 0 08 Apr 2022 Direct F1, F2
transaction WBD Series A Common Stock Disposed to Issuer $0 -1,104,323 -100% $0.000000* 0 08 Apr 2022 By Trust F1, F2, F3
transaction WBD Series B Common Stock Disposed to Issuer $0 -5,923,019 -100% $0.000000* 0 08 Apr 2022 Direct F2, F4
transaction WBD Series B Common Stock Disposed to Issuer $0 -170,471 -100% $0.000000* 0 08 Apr 2022 By spouse F2, F4
transaction WBD Series C Common Stock Disposed to Issuer $0 -3,652,000 -100% $0.000000* 0 08 Apr 2022 Direct F2, F5
transaction WBD Series C Common Stock Disposed to Issuer $0 -7,669,362 -100% $0.000000* 0 08 Apr 2022 By Trust F2, F3, F5
transaction WBD Series A Common Stock Award $0 +9,577,019 $0.000000 9,577,019 08 Apr 2022 Direct F6, F7
transaction WBD Series A Common Stock Award $0 +8,773,685 $0.000000 8,773,685 08 Apr 2022 By Trust F3, F6, F7
transaction WBD Series A Common Stock Award $0 +170,471 $0.000000 170,471 08 Apr 2022 By Spouse F6, F7, F8
* 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, DISCB 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 The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.
F4 Represents Series B common stock of Discovery, Inc., par value $0.01 per share ("DISCB").
F5 Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
F6 Represents WBD Series A common stock.
F7 Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA, DISCB and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.
F8 The reporting person disclaims beneficial ownership of the shares owned by his spouse.

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.