Form 4 for WBD Warner Bros. Discovery
Accepted 2022-04-12 00:00:00 ET · period of report 2022-04-08 · accession 0001437107-22-000103 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-04-12 | 2022-04-08 | WBD | Leavy David | Chief Corp Affairs Off | A - Grant | $0.00 | +160.3K | 160.3K | New | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Leavy David | Chief Corp Affairs Off | D - Sale to Iss | $0.00 | -160.3K | 0 | -100% | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Leavy David | Chief Corp Affairs Off | A - Grant | $0.00 | +197.2K | 16.9K | New | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Leavy David | Chief Corp Affairs Off | D - Sale to Iss | $0.00 | -197.2K | 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 | A | A | 160,310 | $0.00 | 160,310 | 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. |
| 2 | Common | Series A Common Stock | 2022-04-08 | D | D | 154,789 | $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. |
| 3 | Common | Series C Common Stock | 2022-04-08 | D | D | 5,521 | $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. |
| 4 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 65,273 | $0.00 | 65,273 | D | $58.18 · 2022-04-08 to 2028-03-01 | 65,273 Series A Common Stock | (F9) 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) This option vests in four equal annual installments beginning on March 1, 2022. |
| 5 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 65,273 | $0.00 | 0 | D | $58.18 · 2022-03-01 to 2028-03-01 | 65,273 Series A Common Stock | (F6) 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) This option vests in four equal annual installments beginning on March 1, 2022. |
| 6 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 85,944 | $0.00 | 85,944 | D | $25.70 · 2022-04-08 to 2027-02-28 | 85,944 Series A Common Stock | (F9) 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 February 28, 2021. |
| 7 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 85,944 | $0.00 | 0 | D | $25.70 · 2021-02-28 to 2027-02-28 | 85,944 Series A Common Stock | (F6) 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 February 28, 2021. |
| 8 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 29,101 | $0.00 | 29,101 | D | $29.08 · 2022-04-08 to 2026-03-01 | 29,101 Series A Common Stock | (F9) 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. (F10) As initially granted, this option vests in four equal annual installments beginning March 1, 2020. |
| 9 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 29,101 | $0.00 | 0 | D | $29.08 · 2020-03-01 to 2026-03-01 | 29,101 Series A Common Stock | (F6) 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. (F10) As initially granted, this option vests in four equal annual installments beginning March 1, 2020. |
| 10 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 16,914 | $0.00 | 16,914 | D | $24.06 · 2022-04-08 to 2025-03-01 | 16,914 Series A Common Stock | (F9) 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. (F7) This option is fully vested and exercisable. |
| 11 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 16,914 | $0.00 | 0 | D | $24.06 · 2019-03-01 to 2025-03-01 | 16,914 Series A Common Stock | (F6) 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. (F7) This option is fully vested and exercisable. |