Piazza Samuel Di - Apr 8, 2022 Form 4/A Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Director
Signature
Tara L. Smith, Attorney-in-Fact
Stock symbol
WBD
Transactions as of
Apr 8, 2022
Transactions value $
$0
Form type
4/A
Date filed
3/8/2024, 05:21 PM
Date Of Original Report
Apr 12, 2022
Previous filing
Apr 7, 2022
Next filing
Apr 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WBD Series A Common Stock Award $0 +7.6K $0.00 7.6K Apr 8, 2022 Direct F1, F2, F3
transaction WBD Series A Common Stock Award $0 +743 $0.00 743 Apr 8, 2022 Spouse F1, F2, F4
* 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 In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 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.
F3 The amount of WBD Series A common stock beneficially owned directly by the reporting person as reported in Column 5 in the Forms 4 filed on April 12, 2022 and thereafter was incorrect and overreported by 21,796 shares.
F4 The amount of WBD Series A common stock beneficially owned indirectly by the reporting person as reported in Column 5 in the Forms 4 filed on April 12, 2022 and thereafter was incorrect and underreported by 743 shares.

Remarks:

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. 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.