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) 08/07/2017 | ||||||||||||||||||||||||||
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) | 08/07/2017 | D | 70,673,242(2)(8) | (1) | (1) | Series A Common Stock | 70,673,242 | (2) | 0 | I | See Footnote(6) | |||
Series A Convertible Participating Preferred Stock | (1) | 08/07/2017 | D | 70,673,242(2)(8) | (1) | (1) | Series C Common Stock | 70,673,242 | (2) | 0 | I | See Footnote(6) | |||
Series C Convertible Participating Preferred Stock | (3) | 08/07/2017 | D | 24,874,370(2)(8) | (3) | (3) | Series C Common Stock | 49,748,740 | (2) | 0 | I | See Footnote(6) | |||
Series A-1 Convertible Participating Preferred Stock | (4) | 08/07/2017 | A | 7,852,582.44(2)(9) | (4) | (4) | Series A Common Stock | 70,673,242 | (2) | 7,852,582.44 | I | See Footnote(7) | |||
Series C-1 Convertible Participating Preferred Stock | (5) | 08/07/2017 | A | 6,218,592.5(2)(9) | (5) | (5) | Series C Common Stock | 120,421,982 | (2) | 6,218,592.5 | I | See Footnote(7) |
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. On August 7, 2017, shares of Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock were transferred to the Issuer in exchange for shares of Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock (the "Exchange"). Immediately following the Exchange, Advance/Newhouse Programming Partnership's beneficial ownership of the aggregate number of shares of Series A Common Stock and Series C Common Stock into which the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock received by Advance/Newhouse Programming Partnership in the Exchange are convertible remained unchanged. |
3. 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). |
4. Each share of Series A-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into nine shares of Series A Common Stock at any time. |
5. Each share of Series C-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into 19.3648 shares of Series C Common Stock at any time. |
6. Prior to the Exchange, Advance/Newhouse Programming Partnership was the record holder of the Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock. The other reporting persons owned such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
7. After the Exchange, Advance/Newhouse Programming Partnership is the record holder of the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock. The other reporting persons own such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
8. Disposed to the Issuer in an exempt transaction. |
9. Acquired from the Issuer in an exempt transaction. |
Remarks: |
Advance/Newhouse Programming Partnership, By: /s/ Michael A. Newhouse, Vice President | 08/08/2017 | |
Newhouse Broadcasting Corporation, By: /s/ Michael A. Newhouse, Executive Vice President | 08/08/2017 | |
Advance Publications, Inc., By: /s/ Michael A. Newhouse, Co-President | 08/08/2017 | |
Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee | 08/08/2017 | |
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | 08/08/2017 | |
** 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. |