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