0001437107-22-000111.txt : 20220412 0001437107-22-000111.hdr.sgml : 20220412 20220412195901 ACCESSION NUMBER: 0001437107-22-000111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220408 FILED AS OF DATE: 20220412 DATE AS OF CHANGE: 20220412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Bruce CENTRAL INDEX KEY: 0001421985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34177 FILM NUMBER: 22823393 MAIL ADDRESS: STREET 1: C/O DISCOVERY, INC. STREET 2: 230 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Bros. Discovery, 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: 230 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212-548-5555 MAIL ADDRESS: STREET 1: 230 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: Discovery, Inc. DATE OF NAME CHANGE: 20180306 FORMER COMPANY: FORMER CONFORMED NAME: Discovery Communications, Inc. DATE OF NAME CHANGE: 20080606 4 1 wf-form4_164980791758271.xml FORM 4 X0306 4 2022-04-08 0 0001437107 Warner Bros. Discovery, Inc. WBD 0001421985 Campbell Bruce 230 PARK AVENUE SOUTH NEW YORK NY 10003 0 1 0 0 Chief Rev & Strategy Officer Series A Common Stock 2022-04-08 4 D 0 511523 0 D 0 D Series C Common Stock 2022-04-08 4 D 0 40794 0 D 0 D Series A Common Stock 2022-04-08 4 A 0 552317 0 A 552317 D Series A Common Stock 2022-04-08 4 A 0 147 0 A 552464 D Employee Stock Option 24.06 2022-04-08 4 D 0 202962 0 D 2019-03-01 2025-03-01 Series A Common Stock 202962.0 0 D Employee Stock Option 24.06 2022-04-08 4 A 0 202962 0 A 2022-04-08 2025-03-01 Series A Common Stock 202962.0 202962 D Employee Stock Option 29.08 2022-04-08 4 D 0 126984 0 D 2020-03-01 2026-03-01 Series A Common Stock 126984.0 0 D Employee Stock Option 29.08 2022-04-08 4 A 0 126984 0 A 2022-04-08 2026-03-01 Series A Common Stock 126984.0 126984 D Employee Stock Option 25.7 2022-04-08 4 D 0 183346 0 D 2021-02-28 2027-02-28 Series A Common Stock 183346.0 0 D Employee Stock Option 25.7 2022-04-08 4 A 0 183346 0 A 2022-04-08 2027-02-28 Series A Common Stock 183346.0 183346 D Employee Stock Option 58.18 2022-04-08 4 D 0 130546 0 D 2022-03-01 2028-03-01 Series A Common Stock 130546.0 0 D Employee Stock Option 58.18 2022-04-08 4 A 0 130546 0 A 2022-04-08 2028-03-01 Series A Common Stock 130546.0 130546 D Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA"). 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. Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK"). Represents WBD Series A common stock. 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. 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. Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination. This option is fully vested and exercisable. Represents DISCA. 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. As initially granted, this option vests in four equal annual installments beginning March 1, 2020. This option vests in four equal annual installments beginning February 28, 2021. This option vests in four equal annual installments beginning on March 1, 2022. 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. Tara L. Smith, by power of attorney 2022-04-12 EX-24 2 a2022poa_campbell.htm 2022 POA - BRUCE

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of SAVALLE C. SIMS and TARA L. SMITH, signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) ("Section 16") of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of WARNER BROS. DISCOVERY, INC., (the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16 of the Exchange Act and the rules thereunder, and Form 144 ("Form 144") pursuant to Rule 144 under the Securities Act of 1933 ("Rule 144") and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the SEC and any stock exchange or similar authority;

(4) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney in fact and approves and ratifies any such release of information; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company
assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned acknowledges that neither the Company nor the foregoing attorneys in fact assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this  11 day of April, 2022.


/s/Bruce L. Campbell
Bruce L. Campbell