| 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 |
|
|||||||||||||||
| 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
Warner Bros. Discovery, Inc. [ WBD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/12/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series C common stock, par value $0.01 per share | 04/08/2022 | J(1) | 4,152,302.53 | D | (1) | 0 | D | |||
| Series A common stock, par value $0.01 per share | 04/08/2022 | J(1) | 4,158,459 | A | (1) | 4,158,459(2) | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Series C common stock, par value $0.01 per share beneficially owned by Advance/Newhouse Partnership, a New York Partnership ("A/N") was reclassified and converted into such number of shares of Series A common stock, par value $0.01 per share (the "Common Stock") of Warner Bros. Discovery, Inc. (the "Company"), as provided in amended and restated certificate of incorporation of the Company pursuant to the business combination of the Company with a segment of AT&T Inc. ("AT&T"), pursuant to which Magallanes, Inc., a wholly owned subsidiary of AT&T, which owned the WarnerMedia segment of AT&T, was merged with and into Drake Subsidiary, Inc. a wholly owned subsidiary of the Company (the "Combination"). |
| 2. The Reporting Persons have increased the number of shares of Common Stock to reflect 6,157 shares received as an AT&T shareholder in connection with the Combination. |
| Remarks: |
| Each of Newhouse Broadcasting Corporation and Advance Publications, Inc. may be deemed to beneficially own shares of Common Stock held by A/N due to their control of A/N. |
| ADVANCE/NEWHOUSE PARTNERSHIP, By: /s/ Oren Klein, Its: Chief Financial Officer | 05/11/2023 | |
| NEWHOUSE BROADCASTING CORP., By: /s/ Oren Klein, Its: Chief Financial Officer | 05/11/2023 | |
| ADVANCE PUBLICATIONS, INC., By: /s/ Oren Klein, Its: Chief Financial Officer | 05/11/2023 | |
| ** 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. | ||
