Amendment: SEC Form SCHEDULE 13D/A filed by Warner Bros. Discovery Inc.
$WBD
Cable & Other Pay Television Services
Telecommunications
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Warner Bros. Discovery, Inc. (Name of Issuer) |
Series A Common Stock, par value $0.01 per share (Title of Class of Securities) |
934423104 (CUSIP Number) |
Michael D. Fricklas A/NPP Diversified Holdings LLC, One World Trade Center New York, NY, 10007 (212) 286-6900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 934423104 |
| 1 |
Name of reporting person
A/NPP Diversified Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,181,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 1 - On December 30, 2024, as part of internal reorganization, Advance/Newhouse Programming Partnership contributed all of its shares of Common Stock to A/NPP Diversified Holdings LLC.
Row 13 - Percentage is calculated based on 2,474,075,003 shares of Series A Common Stock issued and outstanding as of April 25, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13D
|
| CUSIP No. | 934423104 |
| 1 |
Name of reporting person
Advance/Newhouse Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 934423104 |
| 1 |
Name of reporting person
Newhouse Broadcasting Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,181,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 7 & 9 - Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership and A/NPP Diversified Holdings LLC.
Row 13 - Percentage is calculated based on approximately 2,474,075,003 shares of Series A Common Stock issued and outstanding as of April 25, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13D
|
| CUSIP No. | 934423104 |
| 1 |
Name of reporting person
Advance Publications, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,181,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 7 & 9 - Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership and A/NPP Diversified Holdings LLC.
Row 13 - Percentage is calculated based on approximately 2,474,075,003 shares of Series A Common Stock issued and outstanding as of April 25, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Warner Bros. Discovery, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
230 Park Avenue South, New York,
NEW YORK
, 10003. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), which was jointly filed on April 12, 2022 and the amended Statement on Schedule 13D, which was jointly filed on April 2, 2024. This amendment is filed on behalf of A/NPP Diversified Holdings LLC, a Delaware limited liability company ("ANPP Diversified"), Advance/Newhouse Partnership, a New York general partnership ("ANP"), Advance Publications, Inc., a New York Corporation ("API"), and Newhouse Broadcasting Corporation, a New York corporation ("NBCo" and, together with ANPP Diversified, ANP and API, the "Reporting Persons" and each, a "Reporting Person") with respect to the common stock, par value $0.01 per share, designated as Series A Common Stock (the "Common Stock") of Warner Bros. Discovery, Inc., a Delaware corporation (the "Issuer" or "WBD"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D. The Reporting Persons directly or indirectly hold 98,181,749 shares of Common Stock of the Issuer.
This Amendment is being filed to reflect the sale of 100,000,000 shares of Common Stock, which includes 14,158,459 shares held by ANP and 85,841,541 shares held by ANPP Diversified. Additionally, this Amendment updates Item 2, Item 3, Item 4, Item 5, and Item 6 of the Schedule 13D as follows: | ||
| Item 2. | Identity and Background | |
| (a) | A/NPP Diversified Holdings LLC | |
| (b) | 6350 Court Street, East Syracuse, NY 13057 | |
| (c) | Holding company holding interests in the Issuer. | |
| (d) | ANPP Diversified has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | ANPP Diversified has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. | |
| (f) | ANPP Diversified is organized as a limited liability company under the laws of the State of Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 30, 2024, as part of internal reorganization, Advance/Newhouse Programming Partnership contributed 184,023,290 shares of Common Stock to ANPP Diversified. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following thereto:
On June 30, 2025, ANPP Diversified and ANP have agreed to sell 100,000,000 shares of Common Stock in the aggregate in a block sale at a net price of $10.97 per share (the "Sale").
The Sale is intended to provide financial flexibility to support the Reporting Persons' ongoing estate planning, its investment program, and for other general corporate purposes. Following this transaction, the Reporting Persons ceased being the beneficial owners of more than 5% of the Issuer's outstanding shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is amended and supplemented to read as follows:
(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are beneficial owners of 98,181,749 shares of Common Stock, which represents the 98,181,749 shares of Common Stock held by ANPP Diversified. | |
| (e) | June 30, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information with respect to the Sale set forth in Item 4 is incorporated herein by reference to the extent responsive to this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement, dated July 1, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|