UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment
No. 13)*
DISCOVERY,
INC.
(Name
of Issuer)
Series
A Common Stock, par value $0.01 per share
Series
C Common Stock, par value $0.01 per share
(Title
of Class of Securities)
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
(CUSIP
Number)
Michael
D. Fricklas
Advance/Newhouse
Programming Partnership
One
World Trade Center
New
York, New York 10007
Telephone
Number: (212) 286-6900
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February
14, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
2
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Advance/Newhouse
Programming Partnership
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
70,673,242
shares of Series A Common Stock and
91,889,280.86
shares of Series C Common Stock*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
70,673,242
shares of Series A Common Stock and
91,889,280.86
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,673,242
shares of Series A Common Stock and 91,889,280.86 shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
Series A Common Stock and 19.8% Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
*Series
C Common Stock has no general voting rights except to the extent required by law.
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
3
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Advance/Newhouse
Partnership
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
15,145,095.89
shares of Series C Common Stock*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
15,145,095.89
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,145,095.89
shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
*Series
C Common Stock has no general voting rights except to the extent required by law.
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
4
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Newhouse
Broadcasting Corporation
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
0
|
|
8
|
SHARED
VOTING POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock**
|
|
9
|
SOLE
DISPOSITIVE POWER*
0
|
|
10
|
SHARED
DISPOSITIVE POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,673,242
shares of Series A Common Stock and 107,034,376.75 shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
Series A Common Stock and 23.0% Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
*Sole
voting power and dispositive power are held indirectly through control of Advance/Newhouse Programming Partnership and Advance/Newhouse
Partnership.
**Series
C Common Stock has no general voting rights except to the extent required by law.
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
5
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Advance
Publications, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
0
|
|
8
|
SHARED
VOTING POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock**
|
|
9
|
SOLE
DISPOSITIVE POWER*
0
|
|
10
|
SHARED
DISPOSITIVE POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,673,242
shares of Series A Common Stock and 107,034,376.75 shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
Series A Common Stock and 23.0% Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
*Sole
voting power and dispositive power are held indirectly through control of Advance/Newhouse Programming Partnership and Advance/Newhouse
Partnership.
**Series
C Common Stock has no general voting rights except to the extent required by law.
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
6
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Newhouse
Family Holdings, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
0
|
|
8
|
SHARED
VOTING POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock**
|
|
9
|
SOLE
DISPOSITIVE POWER*
0
|
|
10
|
SHARED
DISPOSITIVE POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,673,242
shares of Series A Common Stock and 107,034,376.75 shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
Series A Common Stock and 23.0% Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
*Sole
voting power and dispositive power are held indirectly through control of Advance/Newhouse Programming Partnership and Advance/Newhouse
Partnership.
**Series
C Common Stock has no general voting rights except to the extent required by law.
SCHEDULE
13D
|
CUSIP
No.
|
|
The
CUSIP for the Series A Common Stock is 25470F104
The
CUSIP for the Series C Common Stock is 25470F302
|
|
Page
|
|
7
|
|
of
|
|
10
|
|
1
|
NAMES
OF REPORTING PERSONS
Advance
Long-Term Management Trust
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
0
|
|
8
|
SHARED
VOTING POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock**
|
|
9
|
SOLE
DISPOSITIVE POWER*
0
|
|
10
|
SHARED
DISPOSITIVE POWER
70,673,242
shares of Series A Common Stock and
107,034,376.75
shares of Series C Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,673,242
shares of Series A Common Stock and 107,034,376.75 shares of Series C Common Stock
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
Series A Common Stock and 23.0% Series C Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
*Sole
voting power and dispositive power are held indirectly through control of Advance/Newhouse Programming Partnership and Advance/Newhouse
Partnership.
**Series
C Common Stock has no general voting rights except to the extent required by law.
This
Amendment No. 13 (this “Amendment”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”)
which was jointly filed on September 17, 2008, the amended Statement on Schedule 13D which was jointly filed on December 13, 2010,
the second amended Statement on Schedule 13D which was jointly filed on December 27, 2012, the third amended Statement on Schedule
13D which was jointly filed on March 14, 2013, the fourth amended Statement on Schedule 13D which was jointly filed on June 5,
2013, the fifth amended Statement on Schedule 13D which was jointly filed on May 27, 2014, the sixth amended Statement on Schedule
13D which was jointly filed on August 4, 2014, the seventh amended Statement on Schedule 13D which was jointly filed on March
2, 2015, the eighth amended Statement on Schedule 13D which was jointly filed on March 1, 2016, the ninth amended Statement on
Schedule 13D which was jointly filed on June 28, 2016, the tenth amended Statement on Schedule 13D which was jointly filed on
August 1, 2017, the eleventh amended Statement on Schedule 13D which was jointly filed on June 13, 2019, and the twelfth amended
Statement on Schedule 13D which was jointly filed on November 11, 2019, and is filed on behalf of Advance/Newhouse Programming
Partnership, a New York general partnership (“Advance/Newhouse”), Advance/Newhouse Partnership, a New York general
partnership (“ANP”), Newhouse Broadcasting Corporation, a New York corporation (“NBCo”), Advance Publications,
Inc., a New York corporation (“API”), Newhouse Family Holdings, L.P., a Delaware limited partnership (“NFH”),
and Advance Long-Term Management Trust, a New Jersey trust (“Advance Long-Term Trust” and, together with Advance/Newhouse,
ANP, NBCo, API and NFH, the “Reporting Persons” and each a “Reporting Person”), with respect to the Series
A Common Stock, par value $0.01 per share (the “Series A Common Stock”), and the Series C Common Stock, par value
$0.01 per share (the “Series C Common Stock”), of Discovery, Inc., a Delaware corporation (the “Issuer”).
The Reporting Persons directly or indirectly hold shares of (1) Series A-1 Convertible Participating Preferred Stock, par value
$0.01 per share (the “Series A-1 Preferred Stock”), of the Issuer, which are convertible into the shares of Series
A Common Stock and shares of Series C Common Stock for which beneficial ownership is reported herein, (2) Series C-1 Convertible
Participating Preferred Stock, par value $0.01 per share (the “Series C-1 Preferred Stock”), of the Issuer, which
are convertible into the shares of Series C Common Stock for which beneficial ownership is reported herein and (3) Series
C Common Stock.
|
Item
4.
|
Purpose
of Transaction.
|
Item
4 of the Schedule 13D is amended by adding the following paragraph at the end thereof:
On
February 14, 2020, ANP sold 9,500,000 shares of Series C Common Stock pursuant to physical settlement of the post-paid forward
transaction entered into on November 11, 2019. As part of the settlement of the post-paid forward transaction, the previously
pledged Series C Common Stock will be released from the pledge and delivered to the Bank.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Items
5(a), (b) and (c) of the Schedule 13D are amended and supplemented to read as follows:
(a)
Each Reporting Person, other than ANP, has beneficial ownership of 70,673,242 shares of Series A Common Stock, representing 30.9%
of the outstanding shares of that class. Advance/Newhouse has beneficial ownership of 91,889,280.86 shares of Series C Common
Stock, representing 19.8% of the outstanding shares of that class. ANP has beneficial ownership of 15,145,095.89 shares of Series
C Common Stock, representing 3.3% of the outstanding shares of that class. Each Reporting Person, other than Advance/Newhouse
and ANP, has beneficial ownership of 107,034,376.75 shares of Series C Common Stock, representing 23.0% of the outstanding shares
of that class; NBCo beneficially owns such shares indirectly through its 65% interest in Advance/Newhouse and 61.24% interest
in ANP, and each of API, NFH and Advance Long-Term Trust beneficially owns such shares indirectly through its 35% interest in
Advance/Newhouse and 38.76% interest in ANP.
(b)
Each Reporting Person, other than ANP, has shared power to vote or direct the vote of 70,673,242 shares of Series A Common Stock
and shared power to dispose or direct the disposition of 70,673,242 shares of Series A Common Stock.
Advance/Newhouse
has shared power to vote or direct the vote of 91,889,280.86 shares of Series C Common Stock and shared power to dispose or direct
the disposition of 91,889,280.86 shares of Series C Common Stock. ANP has shared power to vote or direct the vote of 15,145,095.89
shares of Series C Common Stock and shared power to dispose or direct the disposition of 15,145,095.89 shares of Series C Common
Stock. Each Reporting Person, other than Advance/Newhouse and ANP, has shared power to vote or direct the vote of 107,034,376.75
shares of Series C Common Stock and shared power to dispose or direct the disposition of 107,034,376.75 shares of Series C Common
Stock.
(c)
The information set forth, or incorporated by reference in, Item 4 in this Schedule 13D is hereby incorporated by reference.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
The
information set forth, or incorporated by reference, in Item 4 and Item 5 in this Schedule 13D is hereby incorporated by reference.
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
A
|
|
Joint
Filing Agreement by and among the Reporting Persons
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
Amendment is true, complete and correct.
Dated:
February 14, 2020
|
|
Advance/Newhouse
Programming Partnership
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren
Klein
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
Advance/Newhouse
Partnership
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren
Klein
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
Newhouse
Broadcasting Corporation
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren
Klein
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
Advance
Publications, Inc.
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren
Klein
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
Newhouse
Family Holdings, L.P.
By:
Advance Long-Term Management Trust, as General Partner
|
|
|
|
By:
|
/s/
Michael A. Newhouse
|
|
|
|
|
Michael
A. Newhouse
|
|
|
|
|
Trustee
|
|
|
|
|
|
Advance
Long-Term Management Trust
|
|
|
By:
|
/s/
Michael A. Newhouse
|
|
|
|
Michael
A. Newhouse
|
|
|
|
Trustee
|
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