Form 4 for WBD Warner Bros. Discovery
Accepted 2022-04-12 00:00:00 ET · period of report 2022-04-08 · accession 0001437107-22-000113 · 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 | Zaslav David | CEO, Pres, Dir | D - Sale to Iss | $0.00 | -4.04M | 0 | -100% | $0 |
| DI | 2022-04-12 | 2022-04-08 | WBD | Zaslav David | CEO, Pres, Dir | A - Grant | $0.00 | +153 | 153 | New | $0 |
| D | 2022-04-12 | 2022-04-08 | WBD | Zaslav David | CEO, Pres, Dir | A - Grant | $0.00 | +4.04M | 4.04M | New | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Zaslav David | CEO, Pres, Dir | D - Sale to Iss | $0.00 | -26.53M | 0 | -100% | $0 |
| DM | 2022-04-12 | 2022-04-08 | WBD | Zaslav David | CEO, Pres, Dir | A - Grant | $0.00 | +26.53M | 2.44M | 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 C Common Stock | 2022-04-08 | D | D | 1,265,843 | $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. |
| 2 | Common | Series A Common Stock | 2022-04-08 | D | D | 2,777,487 | $0.00 | 0 | D Spouse | — | — | (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 A Common Stock | 2022-04-08 | A | A | 153 | $0.00 | 153 | I | — | — | (F4) Represents WBD Series A common stock. (F6) In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the WarnerMedia Business to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders the issued and outstanding shares of common stock of Spinco (the "Spinco Stock"), (3) a wholly-owned subsidiary of Discovery combined with Spinco, and (4) each share of Spinco Stock was automatically converted into 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. |
| 4 | Common | Series A Common Stock | 2022-04-08 | A | A | 4,043,330 | $0.00 | 4,043,330 | 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. |
| 5 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 2,211,344 | $0.00 | 0 | D | $28.72 · 2021-01-02 to 2025-07-16 | 2,211,344 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 6 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 2,211,344 | $0.00 | 2,211,344 | D | $28.72 · 2022-04-08 to 2025-07-16 | 2,211,344 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 7 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 2,155,404 | $0.00 | 0 | D | $30.15 · 2022-01-02 to 2025-07-16 | 2,155,404 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 8 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 2,155,404 | $0.00 | 2,155,404 | D | $30.15 · 2022-04-08 to 2025-07-16 | 2,155,404 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 9 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 2,393,454 | $0.00 | 0 | D | $31.66 · 2023-01-02 to 2025-07-16 | 2,393,454 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 10 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 2,393,454 | $0.00 | 2,393,454 | D | $31.66 · 2022-04-08 to 2025-07-16 | 2,393,454 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 11 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 2,560,788 | $0.00 | 0 | D | $33.24 · 2023-12-31 to 2025-07-16 | 2,560,788 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 12 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 2,560,788 | $0.00 | 2,560,788 | D | $33.24 · 2022-04-08 to 2025-07-16 | 2,560,788 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 13 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 1,635,284 | $0.00 | 0 | D | $35.65 · 2022-05-16 to 2028-05-16 | 1,635,284 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) This option vests in four equal annual installments beginning on May 16, 2022. |
| 14 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,635,284 | $0.00 | 1,635,284 | D | $35.65 · 2022-05-16 to 2028-05-16 | 1,635,284 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) This option vests in four equal annual installments beginning on May 16, 2022. |
| 15 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 1,519,414 | $0.00 | 0 | D | $37.43 · 2023-05-16 to 2028-05-16 | 1,519,414 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) This option vests in four equal annual installments beginning on May 16, 2023. |
| 16 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,519,414 | $0.00 | 1,519,414 | D | $37.43 · 2023-05-16 to 2028-05-16 | 1,519,414 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) This option vests in four equal annual installments beginning on May 16, 2023. |
| 17 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,557,685 | $0.00 | 0 | D | $39.30 · 2024-05-16 to 2028-05-16 | 1,557,685 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 three equal annual installments beginning on May 16, 2024. |
| 18 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,557,685 | $0.00 | 1,557,685 | D | $39.30 · 2024-05-16 to 2028-05-16 | 1,557,685 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 three equal annual installments beginning on May 16, 2024. |
| 19 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,603,292 | $0.00 | 0 | D | $41.27 · 2025-05-16 to 2028-05-16 | 1,603,292 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. (F14) This option vests in two equal annual installments beginning on May 16, 2025. |
| 20 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,603,292 | $0.00 | 1,603,292 | D | $41.27 · 2025-05-16 to 2028-05-16 | 1,603,292 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. (F14) This option vests in two equal annual installments beginning on May 16, 2025. |
| 21 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,270,188 | $0.00 | 0 | D | $41.27 · 2027-01-01 to 2028-05-16 | 1,270,188 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. (F19) This option vests in two equal annual installments beginning on January 1, 2027. |
| 22 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,401,917 | $0.00 | 1,401,917 | D | $39.30 · 2026-01-01 to 2028-05-16 | 1,401,917 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. (F18) This option vests in three equal annual installments beginning on January 1, 2026. |
| 23 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,401,917 | $0.00 | 0 | D | $39.30 · 2026-01-01 to 2028-05-16 | 1,401,917 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. (F18) This option vests in three equal annual installments beginning on January 1, 2026. |
| 24 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,421,234 | $0.00 | 1,421,234 | D | $37.43 · 2025-01-01 to 2028-05-16 | 1,421,234 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. (F17) This option vests in four equal annual installments beginning on January 1, 2025. |
| 25 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,421,234 | $0.00 | 0 | D | $37.43 · 2025-01-01 to 2028-05-16 | 1,421,234 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. (F17) This option vests in four equal annual installments beginning on January 1, 2025. |
| 26 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,360,127 | $0.00 | 1,360,127 | D | $35.65 · 2024-01-01 to 2028-05-16 | 1,360,127 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. (F16) This option vests in four equal annual installments beginning on January 1, 2024. |
| 27 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,360,127 | $0.00 | 0 | D | $35.65 · 2024-01-01 to 2028-05-16 | 1,360,127 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. (F16) This option vests in four equal annual installments beginning on January 1, 2024. |
| 28 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,682,083 | $0.00 | 1,682,083 | D | $43.33 · 2026-05-16 to 2028-05-16 | 1,682,083 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. (F15) This option vests 100% on May 16, 2026. |
| 29 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,682,083 | $0.00 | 0 | D | $43.33 · 2026-05-16 to 2028-05-16 | 1,682,083 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. (F15) This option vests 100% on May 16, 2026. |
| 30 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,270,188 | $0.00 | 1,270,188 | D | $41.27 · 2027-01-01 to 2028-05-16 | 1,270,188 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. (F19) This option vests in two equal annual installments beginning on January 1, 2027. |
| 31 | Derivative | Employee Stock Option | 2022-04-08 | D | D | 1,322,488 | $0.00 | 0 | D | $43.33 · 2027-12-31 to 2028-05-16 | 1,322,488 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. (F20) This option vests 100% on December 31, 2027. |
| 32 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 1,322,488 | $0.00 | 1,322,488 | D | $43.33 · 2027-12-31 to 2028-05-16 | 1,322,488 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. (F20) This option vests 100% on December 31, 2027. |
| 33 | Derivative | Employee Stock Option (right to acquire) | 2022-04-08 | D | D | 2,435,655 | $0.00 | 0 | D | $27.35 · 2020-01-02 to 2025-07-16 | 2,435,655 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |
| 34 | Derivative | Employee Stock Option | 2022-04-08 | A | A | 2,435,655 | $0.00 | 2,435,655 | D | $27.35 · 2022-04-08 to 2025-07-16 | 2,435,655 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) 70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023. |