David Zaslav - 08 Apr 2022 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Chief Executive Officer & Pres, 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, 20:01:46 UTC
Previous filing
02 Mar 2022
Next filing
27 Apr 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 -2,777,487 -100% $0.000000* 0 08 Apr 2022 Direct F1, F2
transaction WBD Series C Common Stock Disposed to Issuer $0 -1,265,843 -100% $0.000000* 0 08 Apr 2022 Direct F2, F3
transaction WBD Series A Common Stock Award $0 +4,043,330 $0.000000 4,043,330 08 Apr 2022 Direct F4, F5
transaction WBD Series A Common Stock Award $0 +153 $0.000000 153 08 Apr 2022 Spouse 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 (right to acquire) Disposed to Issuer $0 -2,435,655 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 2,435,655 $27.35 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +2,435,655 $0.000000 2,435,655 08 Apr 2022 Series A Common Stock 2,435,655 $27.35 Direct F4, F8, F10
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -2,211,344 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 2,211,344 $28.72 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +2,211,344 $0.000000 2,211,344 08 Apr 2022 Series A Common Stock 2,211,344 $28.72 Direct F4, F8, F10
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -2,155,404 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 2,155,404 $30.15 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +2,155,404 $0.000000 2,155,404 08 Apr 2022 Series A Common Stock 2,155,404 $30.15 Direct F4, F8, F10
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -2,393,454 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 2,393,454 $31.66 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +2,393,454 $0.000000 2,393,454 08 Apr 2022 Series A Common Stock 2,393,454 $31.66 Direct F4, F8, F10
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -2,560,788 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 2,560,788 $33.24 Direct F7, F8, F9
transaction WBD Employee Stock Option Award $0 +2,560,788 $0.000000 2,560,788 08 Apr 2022 Series A Common Stock 2,560,788 $33.24 Direct F4, F8, F10
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -1,635,284 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,635,284 $35.65 Direct F7, F9, F11
transaction WBD Employee Stock Option Award $0 +1,635,284 $0.000000 1,635,284 08 Apr 2022 Series A Common Stock 1,635,284 $35.65 Direct F4, F10, F11
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -1,519,414 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,519,414 $37.43 Direct F7, F9, F12
transaction WBD Employee Stock Option Award $0 +1,519,414 $0.000000 1,519,414 08 Apr 2022 Series A Common Stock 1,519,414 $37.43 Direct F4, F10, F12
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,557,685 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,557,685 $39.30 Direct F7, F9, F13
transaction WBD Employee Stock Option Award $0 +1,557,685 $0.000000 1,557,685 08 Apr 2022 Series A Common Stock 1,557,685 $39.30 Direct F4, F10, F13
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,603,292 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,603,292 $41.27 Direct F7, F9, F14
transaction WBD Employee Stock Option Award $0 +1,603,292 $0.000000 1,603,292 08 Apr 2022 Series A Common Stock 1,603,292 $41.27 Direct F4, F10, F14
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,682,083 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,682,083 $43.33 Direct F7, F9, F15
transaction WBD Employee Stock Option Award $0 +1,682,083 $0.000000 1,682,083 08 Apr 2022 Series A Common Stock 1,682,083 $43.33 Direct F4, F10, F15
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,360,127 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,360,127 $35.65 Direct F7, F9, F16
transaction WBD Employee Stock Option Award $0 +1,360,127 $0.000000 1,360,127 08 Apr 2022 Series A Common Stock 1,360,127 $35.65 Direct F4, F10, F16
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,421,234 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,421,234 $37.43 Direct F7, F9, F17
transaction WBD Employee Stock Option Award $0 +1,421,234 $0.000000 1,421,234 08 Apr 2022 Series A Common Stock 1,421,234 $37.43 Direct F4, F10, F17
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,401,917 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,401,917 $39.30 Direct F7, F9, F18
transaction WBD Employee Stock Option Award $0 +1,401,917 $0.000000 1,401,917 08 Apr 2022 Series A Common Stock 1,401,917 $39.30 Direct F4, F10, F18
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,270,188 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,270,188 $41.27 Direct F7, F9, F19
transaction WBD Employee Stock Option Award $0 +1,270,188 $0.000000 1,270,188 08 Apr 2022 Series A Common Stock 1,270,188 $41.27 Direct F4, F10, F19
transaction WBD Employee Stock Option Disposed to Issuer $0 -1,322,488 -100% $0.000000* 0 08 Apr 2022 Series A Common Stock 1,322,488 $43.33 Direct F7, F9, F20
transaction WBD Employee Stock Option Award $0 +1,322,488 $0.000000 1,322,488 08 Apr 2022 Series A Common Stock 1,322,488 $43.33 Direct F4, F10, F20
* 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 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. 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 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023.
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 This option vests in four equal annual installments beginning on May 16, 2022.
F12 This option vests in four equal annual installments beginning on May 16, 2023.
F13 This option vests in three equal annual installments beginning on May 16, 2024.
F14 This option vests in two equal annual installments beginning on May 16, 2025.
F15 This option vests 100% on May 16, 2026.
F16 This option vests in four equal annual installments beginning on January 1, 2024.
F17 This option vests in four equal annual installments beginning on January 1, 2025.
F18 This option vests in three equal annual installments beginning on January 1, 2026.
F19 This option vests in two equal annual installments beginning on January 1, 2027.
F20 This option vests 100% on December 31, 2027.

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.