Statement of Changes in Beneficial Ownership (4)
January 21 2020 - 04:27PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Zaslav David |
2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc.
[
DISCA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer & Pres |
(Last)
(First)
(Middle)
8403 COLESVILLE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/16/2020 |
(Street)
SILVER SPRING, MD 20910
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Series A Common Stock | 1/16/2020 (1) | | M | | 289271 | A | $26.38 | 2047420 | D | |
Series A Common Stock | 1/16/2020 (1) | | M | | 361588 | A | $27.69 | 2409008 | D | |
Series A Common Stock | 1/16/2020 (1) | | M | | 451985 | A | $22.95 | 2860993 | D | |
Series A Common Stock | 1/16/2020 (1) | | D | | 827130 (2) | D | $32.46 | 2033863 | D | |
Series A Common Stock | 1/16/2020 (1) | | D | | 215779 (3) | D | $32.46 | 1818084 | D | |
Series A Common Stock | 1/16/2020 (1) | | F | | 31899 (4) | D | $32.46 | 1786185 | D | |
Series C Common Stock | 1/16/2020 (5) | | M | | 289271 | A | $25.17 | 1509087 | D | |
Series C Common Stock | 1/16/2020 (5) | | M | | 361588 | A | $27.03 | 1870675 | D | |
Series C Common Stock | 1/16/2020 (5) | | M | | 451985 | A | $21.71 | 2322660 | D | |
Series C Common Stock | 1/16/2020 (5) | | D | | 827128 (2) | D | $30.32 | 1495532 | D | |
Series C Common Stock | 1/16/2020 (5) | | D | | 221535 (3) | D | $30.32 | 1273997 | D | |
Series C Common Stock | 1/16/2020 (5) | | F | | 28837 (4) | D | $30.32 | 1245160 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
Cash- and Stock-Settled Stock Appreciation Right | $26.38 | 1/16/2020 | | M | | | 289271 | 1/2/2017 (6) | 1/31/2020 | Class A Common Stock | 289271 | $0.00 | 0 | D | |
Cash- and Stock-Settled Stock Appreciation Right | $27.69 | 1/16/2020 | | M | | | 361588 | 1/2/2018 (7) | 1/31/2021 | Class A Common Stock | 361588 | $0.00 | 361588 | D | |
Cash- and Stock-Settled Stock Appreciation Right | $22.95 | 1/16/2020 | | M | | | 451985 | 1/2/2019 (8) | 1/31/2022 | Class A Common Stock | 451985 | $0.00 | 903969 | D | |
Cash- and Stock-Settled Stock Appreciation Right | $25.17 | 1/16/2020 | | M | | | 289271 | 1/2/2017 (9) | 1/31/2020 | Class C Common Stock | 289271 | $0.00 | 0 | D | |
Cash- and Stock-Settled Stock Appreciation Right | $27.03 | 1/16/2020 | | M | | | 361588 | 1/2/2018 (9)(10) | 1/31/2021 | Class C Common Stock | 361588 | $0.00 | 361588 | D | |
Cash- and Stock-Settled Stock Appreciation Right | $21.71 | 1/16/2020 | | M | | | 451985 | 1/2/2019 (11) | 1/31/2022 | Class C Common Stock | 451985 | $0.00 | 903969 | D | |
Explanation of Responses: |
(1) | The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25%
in Series A Common Stock on January 2, 2020. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the
amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date. |
(2) | These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-
Settled Appreciation Right. |
(3) | These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and
Stock-Settled Stock Appreciation Right. |
(4) | These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled
portion of the Cash- and Stock-Settled Stock Appreciation Right. |
(5) | The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25%
in Series C Common Stock on January 2, 2020. Under the terms of the Cash-and Stock-Settled Stock Appreciation Rights, however, the
amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date. |
(6) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common
Stock without any action required by the Reporting Person. |
(7) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common
Stock without any action required by the Reporting Person |
(8) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common
Stock without any action required by the Reporting Person. |
(9) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common
Stock without any action required by the Reporting Person. |
(10) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common
Stock without any action required by the Reporting Person. |
(11) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. On each vesting
date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common
Stock without any action required by the Reporting Person. |
Remarks: The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Zaslav David 8403 COLESVILLE ROAD SILVER SPRING, MD 20910 | X |
| Chief Executive Officer & Pres |
|
Signatures
|
Stephanie D. Marks, by power of attorney | | 1/21/2020 |
**Signature of Reporting Person | Date |
Discovery (NASDAQ:DISCK)
Historical Stock Chart
From Feb 2024 to Mar 2024
Discovery (NASDAQ:DISCK)
Historical Stock Chart
From Mar 2023 to Mar 2024