Form 4 for WBD Warner Bros. Discovery
Accepted 2022-04-12 00:00:00 ET · period of report 2022-04-08 · accession 0001437107-22-000093 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| M | 2022-04-12 | 2022-04-08 | WBD | MALONE JOHN C | Dir | D - Sale to Iss | $0.00 | -9.58M | 0 | -100% | $0 |
| MI | 2022-04-12 | 2022-04-08 | WBD | MALONE JOHN C | Dir | D - Sale to Iss | $0.00 | -8.94M | 0 | -100% | $0 |
| 2022-04-12 | 2022-04-08 | WBD | MALONE JOHN C | Dir | A - Grant | $0.00 | +9.58M | 9.58M | New | $0 | |
| MI | 2022-04-12 | 2022-04-08 | WBD | MALONE JOHN C | Dir | A - Grant | $0.00 | +8.94M | 170.5K | New | $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 | 2,000 | $0.00 | 0 | D By Trust | — | — | (F1) Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA"). (F2) Represents shares of DISCA, DISCB 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. (F3) The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. |
| 2 | Common | Series A Common Stock | 2022-04-08 | D | D | 1,104,323 | $0.00 | 0 | I By spouse | — | — | (F1) Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA"). (F2) Represents shares of DISCA, DISCB 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 | Common | Series B Common Stock | 2022-04-08 | D | D | 5,923,019 | $0.00 | 0 | D By Trust | — | — | (F4) Represents Series B common stock of Discovery, Inc., par value $0.01 per share ("DISCB"). (F2) Represents shares of DISCA, DISCB 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. (F3) The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. |
| 4 | Common | Series B Common Stock | 2022-04-08 | D | D | 170,471 | $0.00 | 0 | I By Trust | — | — | (F4) Represents Series B common stock of Discovery, Inc., par value $0.01 per share ("DISCB"). (F2) Represents shares of DISCA, DISCB 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. (F3) The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. |
| 5 | Common | Series C Common Stock | 2022-04-08 | D | D | 3,652,000 | $0.00 | 0 | D By Spouse | — | — | (F5) Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK"). (F2) Represents shares of DISCA, DISCB 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. (F8) The reporting person disclaims beneficial ownership of the shares owned by his spouse. |
| 6 | Common | Series C Common Stock | 2022-04-08 | D | D | 7,669,362 | $0.00 | 0 | I | — | — | (F5) Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK"). (F2) Represents shares of DISCA, DISCB 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. |
| 7 | Common | Series A Common Stock | 2022-04-08 | A | A | 9,577,019 | $0.00 | 9,577,019 | D | — | — | (F6) Represents WBD Series A common stock. (F7) Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA, DISCB and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination. |
| 8 | Common | Series A Common Stock | 2022-04-08 | A | A | 8,773,685 | $0.00 | 8,773,685 | I | — | — | (F6) Represents WBD Series A common stock. (F7) Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA, DISCB and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination. |
| 9 | Common | Series A Common Stock | 2022-04-08 | A | A | 170,471 | $0.00 | 170,471 | I | — | — | (F6) Represents WBD Series A common stock. (F7) Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA, DISCB and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination. |