Form 4 for WBD Warner Bros. Discovery
Accepted 2022-04-12 00:00:00 ET · period of report 2022-04-08 · accession 0001437107-22-000089 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-04-12 | 2022-04-08 | WBD | Wiedenfels Gunnar | CFO | D - Sale to Iss | $0.00 | -456.5K | 0 | -100% | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Wiedenfels Gunnar | CFO | A - Grant | $0.00 | +456.5K | 456.5K | New | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Wiedenfels Gunnar | CFO | A - Grant | $0.00 | +464.3K | 92.6K | New | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Wiedenfels Gunnar | CFO | D - Sale to Iss | $0.00 | -464.3K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Series A Common Stock | 2022-04-08 | D | D | 381,488 | $0.00 | 0 | D | — | — | (F1) Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA"). (F2) 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. |
| 2 | Common | Series A Common Stock | 2022-04-08 | A | A | 39 | $0.00 | 456,527 | D | — | — | (F4) Represents WBD Series A common stock. (F6) 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. |
| 3 | Common | Series A Common Stock | 2022-04-08 | A | A | 456,488 | $0.00 | 456,488 | D | — | — | (F4) Represents WBD Series A common stock. (F5) 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. |
| 4 | Common | Series C Common Stock | 2022-04-08 | D | D | 75,000 | $0.00 | 0 | D | — | — | (F3) Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK"). (F2) 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. |
| 5 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 150,402 | $0.00 | 150,402 | D | $25.70 · 2022-04-08 to 2027-02-28 | 150,402 Series A Common Stock | (F10) 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. (F12) As initially granted, this option vests in four equal annual installments beginning February 28, 2021. |
| 6 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 130,546 | $0.00 | 0 | D | $58.18 · 2022-03-01 to 2028-03-01 | 130,546 Series A Common Stock | (F7) 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. (F13) This option vests in four equal annual installments beginning on March 1, 2022. |
| 7 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 130,546 | $0.00 | 130,546 | D | $58.18 · 2022-04-08 to 2028-03-01 | 130,546 Series A Common Stock | (F10) 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. (F13) This option vests in four equal annual installments beginning on March 1, 2022. |
| 8 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 40,001 | $0.00 | 0 | D | $26.21 · 2018-05-22 to 2024-05-22 | 40,001 Series A Common Stock | (F7) 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. (F8) This option is fully vested and exercisable. |
| 9 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 40,001 | $0.00 | 40,001 | D | $26.21 · 2022-04-08 to 2024-05-22 | 40,001 Series A Common Stock | (F10) 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. (F8) This option is fully vested and exercisable. |
| 10 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 50,741 | $0.00 | 0 | D | $24.06 · 2019-03-01 to 2025-03-01 | 50,741 Series A Common Stock | (F7) 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. (F8) This option is fully vested and exercisable. |
| 11 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 50,741 | $0.00 | 50,741 | D | $24.06 · 2022-04-08 to 2025-03-01 | 50,741 Series A Common Stock | (F10) 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. (F8) This option is fully vested and exercisable. |
| 12 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 92,592 | $0.00 | 0 | D | $29.08 · 2020-03-01 to 2026-03-01 | 92,592 Series A Common Stock | (F7) 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. (F11) As initially granted, this option vests in four equal annual installments beginning March 1, 2020. |
| 13 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 92,592 | $0.00 | 92,592 | D | $29.08 · 2022-04-08 to 2026-03-01 | 92,592 Series A Common Stock | (F10) 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. (F11) As initially granted, this option vests in four equal annual installments beginning March 1, 2020. |
| 14 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 150,402 | $0.00 | 0 | D | $25.70 · 2021-02-28 to 2027-02-28 | 150,402 Series A Common Stock | (F7) 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. (F12) As initially granted, this option vests in four equal annual installments beginning February 28, 2021. |