Roger C. Hochschild - Dec 7, 2022 Form 4 Insider Report for Discover Financial Services (DFS)

Role
CEO and President, Director
Signature
/s/ Efie Vainikos as Attorney-In-Fact for Roger C. Hochschild
Stock symbol
DFS
Transactions as of
Dec 7, 2022
Transactions value $
$0
Form type
4
Date filed
12/9/2022, 04:36 PM
Previous filing
Dec 6, 2022
Next filing
Dec 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DFS Common Stock Gift $0 -10K -1.15% $0.00 858K Dec 6, 2022 Direct
transaction DFS Common Stock Gift $0 -10K -1.17% $0.00 848K Dec 7, 2022 Direct
holding DFS Common Stock 29.1K Dec 7, 2022 By Hochschild Remainder Trust F3

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 DFS Non-Recourse Loan (call option - obligation to sell) Other -80.9K -50% 80.9K Dec 7, 2022 Common Stock 80.9K $104.09 Direct F1, F2
transaction DFS Non-Recourse Loan (call option - right to buy) Other +80.9K 80.9K Dec 7, 2022 Common Stock 80.9K $104.09 By GST F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 7, 2022, the reporting person entered into a non-recourse loan agreement ("Non-Recourse Loan") with a generation-skipping trust ("GST") for which his spouse serves as trustee, pursuant to which the reporting person transferred 80,876 shares of Discover Financial Services ("Shares") to the GST. As collateral for the loan, the GST provided to the reporting person a promissory note for the value of the Shares transferred, using the average high/low price on the transfer date of $104.085.
F2 The Non-Recourse Loan has a term of 9 years, subject to extension by the reporting person.
F3 These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is trustee of the trust.