| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc. [ DISCK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call option (obligation to sell) | $31.3036(2)(3) | 06/24/2021 | E/K(2)(3) | 416,667 | 06/24/2021 | 06/24/2021 | Series C Common Stock | 416,667 | $0(2)(3) | 833,324 | I | See Footnote(1) | |||
| Put option (right to sell) | $24.183(2)(3) | 06/24/2021 | J/K(2)(3) | 416,667 | 06/24/2021 | 06/24/2021 | Series C Common Stock | 416,667 | $0(2)(3) | 833,324 | I | See Footnote(1) | |||
| Call option (obligation to sell) | $31.3036(2)(3) | 06/25/2021 | E/K(2)(3) | 416,667 | 06/25/2021 | 06/25/2021 | Series C Common Stock | 416,667 | $0(2)(3) | 416,657 | I | See Footnote(1) | |||
| Put option (right to sell) | $24.183(2)(3) | 06/25/2021 | J/K(2)(3) | 416,667 | 06/25/2021 | 06/25/2021 | Series C Common Stock | 416,667 | $0(2)(3) | 416,657 | I | See Footnote(1) | |||
| Call option (obligation to sell) | $31.3036(2)(3) | 06/28/2021 | E/K(2)(3) | 416,657 | 06/28/2021 | 06/28/2021 | Series C Common Stock | 416,657 | $0(2)(3) | 0 | I | See Footnote(1) | |||
| Put option (right to sell) | $24.183(2)(3) | 06/28/2021 | J/K(2)(3) | 416,657 | 06/28/2021 | 06/28/2021 | Series C Common Stock | 416,657 | $0(2)(3) | 0 | I | See Footnote(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Advance/Newhouse Programming Partnership ("A/NPP") is the record holder of the Common Shares and the call options and put options described above. The other reporting persons may be deemed to beneficially own Common Shares and the call options and put options held by A/NPP due to their control of A/NPP. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
| 2. As previously disclosed, on June 13, 2019, A/NPP entered into a Share Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which A/NPP wrote European call options and purchased European put options over an aggregate of 12,500,000 shares of Class C common stock (the "Common Shares"). The Transaction expires evenly over a series of expiration dates from May 17, 2021 to June 28, 2021, inclusive. |
| 3. Pursuant to the Transaction, on the transaction date listed above, the portion of the Transaction representing both the Bank's call option and A/NPP's put option expiring on such date expired unexercised. |
| Advance/Newhouse Programming Partnership, By: /s/ Oren Klein, Chief Financial Officer | 06/28/2021 | |
| Newhouse Family Holdings, L.P., By: Advance Long Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee | 06/28/2021 | |
| Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer | 06/28/2021 | |
| Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer | 06/28/2021 | |
| Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | 06/28/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||