0001437107-23-000111.txt : 20230517 0001437107-23-000111.hdr.sgml : 20230517 20230517170823 ACCESSION NUMBER: 0001437107-23-000111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230516 FILED AS OF DATE: 20230517 DATE AS OF CHANGE: 20230517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MALONE JOHN C CENTRAL INDEX KEY: 0000937797 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34177 FILM NUMBER: 23932754 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 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_168435769073420.xml FORM 4 X0407 4 2023-05-16 0 0001437107 Warner Bros. Discovery, Inc. WBD 0000937797 MALONE JOHN C 230 PARK AVENUE SOUTH NEW YORK NY 10003 1 0 0 0 0 Call option (obligation to sell) 16.9596 2023-05-16 4 S 1 3650000 D Series A Common Stock 3650000.0 3650000 D Put option (right to sell) 10.926 2023-05-16 4 P 1 3650000 A Series A Common Stock 3650000.0 3650000 D Call option (obligation to sell) 35.7943 2023-05-16 4 E 1 3650000 D Series A Common Stock 3650000.0 0 D Put option (right to sell) 25.227 2023-05-16 4 J 1 3650000 D Series A Common Stock 3650000.0 0 D Put Option (obligation to buy) 10.0 2023-05-15 5 E 0 E 2000000 0 D 2022-11-08 2023-05-15 Series A Common Stock 2000000.0 0 D On May 16, 2023, the reporting person agreed to amend a "zero-cost collar arrangement (the "Transaction") previously entered into on November 14, 2019, pursuant to which the exercise prices of the previous European put and call options were amended. Pursuant to the Transaction, the amended options are European call options and European put options over an aggregate of 3,650,000 shares of Series A common stock. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement. The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series A common stock and the last of which is with respect to 350,000 shares of Series A common stock. The components mature on the sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027. Reflects the deemed cancellation of the options entered into in connection with the "zero-cost collar" arrangement on May 16, 2023 referenced in footnote 1. On April 8, 2022, in connection with a transaction pursuant to which a wholly-owned subsidiary of the Company combined with AT&T, Inc.'s WarnerMedia business, all outstanding shares of Series C common stock of the Company were reclassified and automatically converted into shares of Series A common stock of the Company on a one-for one basis. Tara L. Smith, by power of attorney 2023-05-17