0001209191-17-004567.txt : 20170119 0001209191-17-004567.hdr.sgml : 20170119 20170119170147 ACCESSION NUMBER: 0001209191-17-004567 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170117 FILED AS OF DATE: 20170119 DATE AS OF CHANGE: 20170119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Communications, Inc. CENTRAL INDEX KEY: 0001437107 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 352333914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: (240) 662-2000 MAIL ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zaslav David CENTRAL INDEX KEY: 0001318285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34177 FILM NUMBER: 17536492 MAIL ADDRESS: STREET 1: C/O NBC CABLE NETWORKS STREET 2: 1 CNBC PLAZA, 900 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-17 0 0001437107 Discovery Communications, Inc. DISCA 0001318285 Zaslav David ONE DISCOVERY PLACE SILVER SPRING MD 20910 1 1 0 0 Chief Executive Officer & Pres Series A Common Stock 2017-01-17 4 M 0 289270 26.38 A 1111603 D Series A Common Stock 2017-01-17 4 D 0 216952 27.69 D 894651 D Series A Common Stock 2017-01-17 4 D 0 68897 27.69 D 825754 D Series A Common Stock 2017-01-17 4 F 0 1909 27.81 D 823845 D Series C Common Stock 2017-01-17 4 M 0 289270 25.17 A 1096741 D Series C Common Stock 2017-01-17 4 D 0 216952 27.03 D 879789 D Series C Common Stock 2017-01-17 4 D 0 67342 27.03 D 812447 D Cash-Settled Stock Appreciation Right 33.0719 2017-01-17 4 M 0 462241 0.00 D 2014-01-02 2017-01-31 Series A Common Stock 462241 0 D Cash- and Stock-Settled Stock Appreciation Right 43.9199 2017-01-17 4 M 0 925665 0.00 D 2015-01-02 2018-01-31 Series A Common Stock 925665 925665 D Cash- and Stock-Settled Stock Appreciation Right 33.17 2017-01-17 4 M 0 231416 0.00 D 2016-01-02 2019-01-31 Series A Common Stock 231416 462833 D Cash- and Stock-Settled Stock Appreciation Right 26.38 2017-01-17 4 M 0 289270 0.00 D 2017-01-02 2020-01-31 Series A Common Stock 289270 867811 D Cash- and Stock-Settled Stock Appreciation Right 27.69 2017-01-17 4 A 0 1446351 0.00 A 2018-01-02 2021-01-31 Series A Common Stock 1446351 1446351 D Cash-Settled Stock Appreciation Right 32.0781 2017-01-17 4 M 0 462241 0.00 D 2014-01-02 2017-01-31 Series C Common Stock 462241 0 D Cash- and Stock-Settled Stock Appreciation Right 42.6001 2017-01-17 4 M 0 925665 0.00 D 2015-01-02 2018-01-31 Series C Common Stock 925665 925665 D Cash- and Stock-Settled Stock Appreciation Right 32.28 2017-01-17 4 M 0 231416 0.00 D 2016-01-02 2019-01-31 Series C Common Stock 231416 462833 D Cash- and Stock-Settled Stock Appreciation Right 25.17 2017-01-17 4 M 0 289270 0.00 D 2017-01-02 2020-01-31 Series C Common Stock 289270 867811 D Cash- and Stock-Settled Stock Appreciation Right 27.03 2017-01-17 4 A 0 1446351 0.00 A 2018-01-02 2021-01-31 Series C Common Stock 1446351 1446351 D The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date. These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Appreciation Right. These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2017. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date. No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $33.0719 per Unit exceeded the ending unit value of $27.69 per Unit. The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $43.9199 per Unit exceeded the ending unit value of $27.69 per Unit. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $33.17 per Unit exceeded the ending unit value of $27.69 per Unit. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $32.0781 per Unit exceeded the ending unit value of $27.03 per Unit. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $42.6001 per Unit exceeded the ending unit value of $27.03 per Unit. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $32.28 per Unit exceeded the ending unit value of $27.03 per Unit. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. /s/ Stephanie D. Marks, by power of attorney 2017-01-19