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
                      

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Director10% OwnerOfficerOther
Zaslav David
8403 COLESVILLE ROAD
SILVER SPRING, MD 20910
X
Chief Executive Officer & Pres

Signatures
Stephanie D. Marks, by power of attorney1/21/2020
**Signature of Reporting PersonDate

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