John C. Malone - 16 May 2023 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
16 May 2023
Net transactions value
$0
Form type
4
Filing time
17 May 2023, 17:08:23 UTC
Previous filing
11 May 2023
Next filing
20 Jul 2023

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 Call option (obligation to sell) Sale -3,650,000 -50% 3,650,000 16 May 2023 Series A Common Stock 3,650,000 $16.96 Direct F1, F2
transaction WBD Put option (right to sell) Purchase +3,650,000 3,650,000 16 May 2023 Series A Common Stock 3,650,000 $10.93 Direct F1, F2
transaction WBD Call option (obligation to sell) Expiration of short derivative position -3,650,000 -100% 0 16 May 2023 Series A Common Stock 3,650,000 $35.79 Direct F1, F3, F4
transaction WBD Put option (right to sell) Other -3,650,000 -100% 0 16 May 2023 Series A Common Stock 3,650,000 $25.23 Direct F1, F3, F4
transaction WBD Put Option (obligation to buy) Expiration of short derivative position $0 -2,000,000 -100% $0.000000* 0 15 May 2023 Series A Common Stock 2,000,000 $10.00 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 16, 2023, the reporting person agreed to amend a "zero-cost collar arrangement (the "Transaction") previously entered into on November 14, 2019, pursuant to which the exercise prices of the previous European put and call options were amended. Pursuant to the Transaction, the amended options are European call options and European put options over an aggregate of 3,650,000 shares of Series A common stock. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement.
F2 The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series A common stock and the last of which is with respect to 350,000 shares of Series A common stock. The components mature on the sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027.
F3 Reflects the deemed cancellation of the options entered into in connection with the "zero-cost collar" arrangement on May 16, 2023 referenced in footnote 1.
F4 On April 8, 2022, in connection with a transaction pursuant to which a wholly-owned subsidiary of the Company combined with AT&T, Inc.'s WarnerMedia business, all outstanding shares of Series C common stock of the Company were reclassified and automatically converted into shares of Series A common stock of the Company on a one-for one basis.