Warner Bros. Discovery Form 4 / Gunnar Wiedenfels ownership change

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^*

Wiedenfels Gunnar

(Last)

(First)

(Middle)

230 PARK AVENUE SOUTH

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock⁽¹⁾	04/08/2022		D		381,488⁽²⁾	D	$0	0	D
Series C Common Stock⁽³⁾	04/08/2022		D		75,000⁽²⁾	D	$0	0	D
Series A Common Stock⁽⁴⁾	04/08/2022		A		456,488⁽⁵⁾	A	$0	456,488	D
Series A Common Stock⁽⁴⁾	04/08/2022		A		39⁽⁶⁾	A	$0	456,527	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$26.21	04/08/2022		D			40,001⁽⁷⁾	05/22/2018⁽⁸⁾	05/22/2024	Series A Common Stock⁽⁹⁾	40,001	$0	0	D
Employee Stock Option	$26.21	04/08/2022		A		40,001⁽¹⁰⁾		04/08/2022⁽⁸⁾	05/22/2024	Series A Common Stock⁽⁴⁾	40,001	$0	40,001	D
Employee Stock Option	$24.06	04/08/2022		D			50,741⁽⁷⁾	03/01/2019⁽⁸⁾	03/01/2025	Series A Common Stock⁽⁹⁾	50,741	$0	0	D
Employee Stock Option	$24.06	04/08/2022		A		50,741⁽¹⁰⁾		04/08/2022⁽⁸⁾	03/01/2025	Series A Common Stock⁽⁴⁾	50,741	$0	50,741	D
Employee Stock Option	$29.08	04/08/2022		D			92,592⁽⁷⁾	03/01/2020⁽¹¹⁾	03/01/2026	Series A Common Stock⁽⁹⁾	92,592	$0	0	D
Employee Stock Option	$29.08	04/08/2022		A		92,592⁽¹⁰⁾		04/08/2022⁽¹¹⁾	03/01/2026	Series A Common Stock⁽⁴⁾	92,592	$0	92,592	D
Employee Stock Option	$25.7	04/08/2022		D			150,402⁽⁷⁾	02/28/2021⁽¹²⁾	02/28/2027	Series A Common Stock⁽⁹⁾	150,402	$0	0	D
Employee Stock Option	$25.7	04/08/2022		A		150,402⁽¹⁰⁾		04/08/2022⁽¹²⁾	02/28/2027	Series A Common Stock⁽⁴⁾	150,402	$0	150,402	D
Employee Stock Option	$58.18	04/08/2022		D			130,546⁽⁷⁾	03/01/2022⁽¹³⁾	03/01/2028	Series A Common Stock⁽⁹⁾	130,546	$0	0	D
Employee Stock Option	$58.18	04/08/2022		A		130,546⁽¹⁰⁾		04/08/2022⁽¹³⁾	03/01/2028	Series A Common Stock⁽⁴⁾	130,546	$0	130,546	D

Explanation of Responses:

1. Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").

2. Represents shares of DISCA and DISCK (as defined below) disposed of in the reclassification and automatic conversion on April 8, 2022 by Discovery, Inc. ("Discovery") of all of its shares of capital stock into shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock"). On April 8, 2022, Discovery completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc.

3. Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").

4. Represents WBD Series A common stock.

5. Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.

6. In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.

7. Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.

8. This option is fully vested and exercisable.

9. Represents DISCA.

10. Represents stock options to acquire WBD Series A common stock that were acquired in exchange for, on a one-for-one basis, stock options to acquire DISCA having substantially the same terms in connection with the Combination.

11. As initially granted, this option vests in four equal annual installments beginning March 1, 2020.

12. As initially granted, this option vests in four equal annual installments beginning February 28, 2021.

13. This option vests in four equal annual installments beginning on March 1, 2022.

Remarks:

Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the Issuer's Series A common stock is WBD.

	Tara L. Smith, by power of attorney	04/12/2022
	** Signature of Reporting Person	Date
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Warner Bros. Discovery (WBD) Form 4Warner Bros. Discovery / Gunnar Wiedenfels ownership change