David Zaslav - Apr 8, 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
Stock symbol
WBD
Transactions as of
Apr 8, 2022
Transactions value $
$0
Form type
4
Date filed
4/12/2022, 08:03 PM
Previous filing
Mar 2, 2022
Next filing
Apr 27, 2022

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 -198K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 198K $37.43 Direct F1, F2, F3
transaction WBD Employee Stock Option (right to acquire) Award $0 +198K $0.00 198K Apr 8, 2022 Series A Common Stock 198K $37.43 Direct F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 8, 2022, Discovery, Inc. ("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. Represents stock options to acquire DISCA (as defined in footnote 3) that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock (as defined in footnote 5) having substantially the same terms in connection with the Combination.
F2 This option vests in four equal annual installments beginning on May 16, 2023.
F3 Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").
F4 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.
F5 Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").

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.