Geoffrey Y. Yang - 08 Apr 2022 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Director
Signature
Tara L. Smith, Attorney-in-Fact
Issuer symbol
WBD
Transactions as of
08 Apr 2022
Net transactions value
$0
Form type
4
Filing time
12 Apr 2022, 19:54:44 UTC
Previous filing
05 Apr 2022
Next filing
03 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 Award $0 +73,016 $0.000000 73,016 08 Apr 2022 Direct F1, F2
* 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 Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").
F2 On April 8, 2022, Discovery, Inc. completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T, Inc.'s WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery, Inc. became the parent entity of the combined Discovery, Inc. and WarnerMedia Business (the "Combination"). In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the WarnerMedia Business to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders the issued and outstanding shares of common stock of Spinco (the "Spinco Stock"), (3) a wholly-owned subsidiary of Discovery combined with Spinco, and (4) each share of Spinco Stock was automatically converted into 0.241917 shares of WBD Series A common stock. This Form 4 reflects the Reporting Person's acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.

Remarks:

In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc. and all of the shares of capital stock of Discovery was reclassified and automatically converted into shares of WBD Series A common stock. 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.