Steven O. Newhouse - May 9, 2023 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role: Director
Signature: Tara L. Smith, Attorney-in-Fact
Stock symbol: WBD
Transactions as of: May 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/11/2023, 04:31 PM
Previous filing: Apr 3, 2023
Next filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WBD	Series A Common Stock	Award	$0	+16.3K	+87.48%	$0.00	35K	May 9, 2023	Direct
holding	WBD	Series A Common Stock						198M	May 9, 2023	Indirect interest in two partnerships	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Advance/Newhouse Programming Partnership, a New York Partnership ("ANP") owns 194,023,290 shares and Advance Newhouse Partnership, a New York Partnership ("A/N") owns 4,158,459 shares. The number of shares owned by A/N has been increased to reflect 6,157 shares received as an AT&T, Inc. shareholder in connection with the transaction completed April 8, 2022, pursuant to which a wholly-owned subsidiary of Discovery, Inc. combined with AT&T, Inc.'s WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery, Inc. became the parent entity of the combined Discovery, Inc. and WarnerMedia Business. Mr. Newhouse, by virtue of his affiliations with Advance Publications, Inc. ("API"), Newhouse Broadcasting Corporation ("NBCo"), and certain holders of equity in API and NBCo, may be deemed to beneficially own shares of the Company owned directly by A/N and ANP. API and NBCo indirectly own all of the partnership interests of A/N and ANP.
F2	Mr. Newhouse disclaims beneficial ownership of the shares of Common Stock owned by A/N and ANP and this report shall not be deemed an admission that Mr. Newhouse is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

Content

Advance/Newhouse Programming Partnership, a New York Partnership ("ANP") owns 194,023,290 shares and Advance Newhouse Partnership, a New York Partnership ("A/N") owns 4,158,459 shares. The number of shares owned by A/N has been increased to reflect 6,157 shares received as an AT&T, Inc. shareholder in connection with the transaction completed April 8, 2022, pursuant to which a wholly-owned subsidiary of Discovery, Inc. combined with AT&T, Inc.'s WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery, Inc. became the parent entity of the combined Discovery, Inc. and WarnerMedia Business. Mr. Newhouse, by virtue of his affiliations with Advance Publications, Inc. ("API"), Newhouse Broadcasting Corporation ("NBCo"), and certain holders of equity in API and NBCo, may be deemed to beneficially own shares of the Company owned directly by A/N and ANP. API and NBCo indirectly own all of the partnership interests of A/N and ANP.

Mr. Newhouse disclaims beneficial ownership of the shares of Common Stock owned by A/N and ANP and this report shall not be deemed an admission that Mr. Newhouse is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.