Adria Alpert-Romm - Apr 7, 2022 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Chief People & Culture Officer
Signature
Tara L. Smith, by power of attorney
Stock symbol
WBD
Transactions as of
Apr 7, 2022
Transactions value $
$0
Form type
4
Date filed
4/11/2022, 07:54 PM
Previous filing
Mar 2, 2022
Next filing
Dec 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WBD Series A Common Stock Award $0 +70.7K +1512.82% $0.00 75.4K Apr 7, 2022 Direct F1, F2
transaction WBD Series A Common Stock Disposed to Issuer $0 -75.4K -100% $0.00* 0 Apr 8, 2022 Direct F3, F4
transaction WBD Series C Common Stock Disposed to Issuer $0 -11K -100% $0.00* 0 Apr 8, 2022 Direct F4, F5
transaction WBD Series A Common Stock Award $0 +86.4K $0.00 86.4K Apr 8, 2022 Direct F6, F7

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 -67.7K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 67.7K $24.06 Direct F3, F8, F9
transaction WBD Employee Stock Option (right to acquire) Award $0 +67.7K $0.00 67.7K Apr 8, 2022 Series A Common Stock 67.7K $24.06 Direct F6, F9, F10
transaction WBD Employee Stock Option Disposed to Issuer $0 -87.3K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 87.3K $29.08 Direct F3, F8, F11
transaction WBD Employee Stock Option Award $0 +87.3K $0.00 87.3K Apr 8, 2022 Series A Common Stock 87.3K $29.08 Direct F6, F10, F11
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -126K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 126K $25.70 Direct F3, F8, F12
transaction WBD Employee Stock Option Award $0 +126K $0.00 126K Apr 8, 2022 Series A Common Stock 126K $25.70 Direct F6, F10, F12
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -71.8K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 71.8K $58.18 Direct F3, F8, F13
transaction WBD Employee Stock Option Award $0 +71.8K $0.00 71.8K Apr 8, 2022 Series A Common Stock 71.8K $58.18 Direct F6, F10, F13
transaction WBD Employee Stock Option (right to acquire) Disposed to Issuer $0 -187K -100% $0.00* 0 Apr 8, 2022 Series A Common Stock 187K $28.11 Direct F3, F8, F14
transaction WBD Employee Stock Option Award $0 +187K $0.00 187K Apr 8, 2022 Series A Common Stock 187K $28.11 Direct F6, F10, F14
* 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 restricted stock units that, upon vesting, convert into an equal number of shares of Series A common stock of Discovery, Inc. that were acquired prior to the Combination (as defined below).
F3 Represents DISCA.
F4 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.
F5 Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
F6 Represents WBD Series A common stock.
F7 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.
F8 Represents stock options to acquire DISCA that were disposed of in exchange for, one a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.
F9 This option is fully vested and exercisable.
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 As initially granted, this option vests in four equal annual installments beginning on March 1, 2020.
F12 This option vests in four equal annual installments beginning on February 28, 2021.
F13 This option vests in four equal annual installments beginning on March 1, 2022.
F14 This option vests in four equal annual installments beginning on March 1, 2023.

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.