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. [ DISCA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/15/2017 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Forward sale contract (obligation to sell) | (1) | 08/15/2017 | J/K(1) | 1 | (2) | (2) | Series C Common Stock (DISCK) | 4,400,000 | (1) | 0 | D | ||||
| Forward sale contract (obligation to sell) | (3) | 08/15/2017 | J/K(3) | 1 | (4) | (4) | Series C Common Stock (DISCK) | 4,400,000 | (3) | 1 | D | ||||
| Forward sale contract (obligation to sell) | (5) | 08/15/2017 | J/K(5) | 1 | (6) | (6) | Series C Common Stock (DISCK) | 505,600 | (5) | 1 | D | ||||
| Explanation of Responses: |
| 1. On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of the Issuer's Series C common stock, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split (the "stock split") in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of the Issuer's Series C common stock. Each component relates to 220,000 shares. The 2012 forward may be settled on a physical settlement or cash settlement basis. |
| 2. The 2012 forward is divided into 20 components, each with respect to 220,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017. |
| 3. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward contract") relating to a maximum of 4,400,000 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of the Issuer's Series C common stock as of August 15, 2017. The amended forward contract may be settled on a physical settlement or cash settlement basis, as further described in the Remarks section. |
| 4. The amended forward contract is divided into 20 components, each with respect to 220,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. |
| 5. On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of the Issuer's Series C common stock as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis, as further described in the Remarks section. |
| 6. The 2017 forward is divided into 20 components, each with respect to 25,280 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. |
| Remarks: |
| If the amended forward contract or the 2017 forward is physically settled, the reporting person will receive an amount in cash from the counterparty determined pursuant to the terms of the amended forward contract or the 2017 forward, respectively, and the number of shares to be delivered by the reporting person on the settlement date for each component of such contract will depend upon the relationship between the closing price of the Series C common stock on the maturity date for that component (each, the "settlement price"), and the applicable forward floor price and the applicable forward cap price, as follows: (i) if the settlement price is less than or equal to the forward floor price, the reporting person will deliver the applicable Number of Shares; (ii) if the settlement price is greater than the forward floor price and less than or equal to the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price is greater than the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the forward cap price. If the amended forward contract or the 2017 forward is cash settled, then (a) if the settlement price is less than or equal to the forward floor price, the reporting person will be entitled to receive from the counterparty a cash amount equal to the difference times the applicable Number of Shares; (b) if the settlement price is greater than the forward floor price but less than or equal to the forward cap price, neither party will be entitled to payment; and (c) if the settlement price is greater than the forward cap price, the counterparty will be entitled to receive from the reporting person a cash amount equal to the difference times the applicable Number of Shares. |
| /s/ Stephanie D. Marks, by power of attorney | 08/17/2017 | |
| ** 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. | ||