SEC Form 4
| 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)
| 2. Issuer Name and Ticker or Trading Symbol Discovery Communications, Inc. [ DISC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Series A Convertible Participating Preferred Stock | (1) | 08/01/2017 | D | 434,070(2)(5) | (1) | (1) | Series A Common Stock | 434,070 | (2) | 70,673,242 | I | See Footnote(3) | |||
| Series A Convertible Participating Preferred Stock | (1) | 08/01/2017 | D | 434,070(2)(5) | (1) | (1) | Series C Common Stock | 434,070 | (2) | 70,673,242 | I | See Footnote(3) | |||
| Series C Convertible Participating Preferred Stock | (4) | 08/01/2017 | D | 446,162(2)(5) | (4) | (4) | Series C Common Stock | 892,324 | (2) | 24,874,370 | I | See Footnote(3) | |||
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. Each share of Series A Convertible Participating Preferred Stock is convertible pursuant to its terms into one share of Series A Common Stock and one share of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014). |
| 2. Shares released from the escrow account governed by the Escrow Agreement, dated September 17, 2008, by and among the Issuer, Advance/Newhouse Programming Partnership and JPMorgan Chase Bank to the Issuer in accordance to the terms of such Escrow Agreement. Prior to their release in accordance with the Escrow Agreement, such shares were deemed to be beneficially owned by each reporting person. |
| 3. Advance/Newhouse Programming Partnership is the record holder of the Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock and therefore a reporting person hereunder. The other reporting persons own such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
| 4. Each share of Series C Convertible Participating Preferred Stock is convertible pursuant to its terms into two shares of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014). |
| 5. Disposed to the Issuer in an exempt transaction. |
| Remarks: |
| Advance/Newhouse Programming Partnership, By: /s/ Michael A. Newhouse, Vice President | 08/02/2017 | |
| Newhouse Broadcasting Corporation, By: /s/ Michael A. Newhouse, Executive Vice President | 08/02/2017 | |
| Advance Publications, Inc., By: /s/ Michael A. Newhouse, Co-President | 08/02/2017 | |
| Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee | 08/02/2017 | |
| Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | 08/02/2017 | |
| ** 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. | ||