Statement of Changes in Beneficial Ownership (4)
June 10 2021 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ADVANCE LONG-TERM MANAGEMENT TRUST |
2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc.
[
DISCK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
110 EDISON PLACE, SUITE 302,, C/O ROBINSON MILLER. LLC |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2021 |
(Street)
NEWARK, NJ 07102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Call option (obligation to sell) | $31.3036 (2)(3) | 6/8/2021 | | E/K (2)(3) | | | 416667 | 6/8/2021 | 6/8/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 5833328 | I | See Footnote (1) |
Put option (right to sell) | $24.1830 (2)(3) | 6/8/2021 | | J/K (2)(3) | | | 416667 | 6/8/2021 | 6/8/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 5833328 | I | See Footnote (1) |
Call option (obligation to sell) | $31.3036 (2)(3) | 6/9/2021 | | E/K (2)(3) | | | 416667 | 6/9/2021 | 6/9/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 5416661 | I | See Footnote (1) |
Put option (right to sell) | $24.1830 (2)(3) | 6/9/2021 | | J/K (2)(3) | | | 416667 | 6/9/2021 | 6/9/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 5416661 | I | See Footnote (1) |
Call option (obligation to sell) | $31.3036 (2)(3) | 6/10/2021 | | E/K (2)(3) | | | 416667 | 6/10/2021 | 6/10/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 4999994 | I | See Footnote (1) |
Put option (right to sell) | $24.1830 (2)(3) | 6/10/2021 | | J/K (2)(3) | | | 416667 | 6/10/2021 | 6/10/2021 | Series C Common Stock | 416667 | $0 (2)(3) | 4999994 | I | See Footnote (1) |
Explanation of Responses: |
(1) | Advance/Newhouse Programming Partnership ("A/NPP") is the record holder of the Common Shares and the call options and put options described above. The other reporting persons may be deemed to beneficially own Common Shares and the call options and put options held by A/NPP due to their control of A/NPP. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
(2) | As previously disclosed, on June 13, 2019, A/NPP entered into a Share Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which A/NPP wrote European call options and purchased European put options over an aggregate of 12,500,000 shares of Class C common stock (the "Common Shares"). The Transaction expires evenly over a series of expiration dates from May 17, 2021 to June 28, 2021, inclusive. |
(3) | Pursuant to the Transaction, on the transaction date listed above, the portion of the Transaction representing both the Bank's call option and A/NPP's put option expiring on such date expired unexercised. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADVANCE LONG-TERM MANAGEMENT TRUST 110 EDISON PLACE, SUITE 302, C/O ROBINSON MILLER. LLC NEWARK, NJ 07102 | X | X |
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NEWHOUSE BROADCASTING CORP ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
| X |
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ADVANCE PUBLICATIONS, INC ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
| X |
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NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
| X |
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ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP 6350 COURT STREET EAST SYRACUSE, NY 13057 |
| X |
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Signatures
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Advance/Newhouse Programming Partnership, By: /s/ Oren Klein, Chief Financial Officer | | 6/10/2021 |
**Signature of Reporting Person | Date |
Newhouse Family Holdings, L.P., By: Advance Long Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee | | 6/10/2021 |
**Signature of Reporting Person | Date |
Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer | | 6/10/2021 |
**Signature of Reporting Person | Date |
Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer | | 6/10/2021 |
**Signature of Reporting Person | Date |
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | | 6/10/2021 |
**Signature of Reporting Person | Date |
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