Statement of Changes in Beneficial Ownership (4)
April 03 2023 - 4:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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Newhouse Steven O |
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc.
[
WBD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
230 PARK AVENUE SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2023 |
(Street)
NEW YORK, NY 10003 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Series A Common Stock | 3/31/2023 | | A | | 2236 (1) | A | $0 | 18685 | D | |
Series A Common Stock | | | | | | | | 198175592 | I | Indirect interest in two partnerships (2)(3) |
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 |
Explanation of Responses: |
(1) | Represents shares of common stock issued to Mr. Newhouse at his election in lieu of a quarterly cash retainer in respect of his services as a director. |
(2) | Advance/Newhouse Programming Partnership, a New York Partnership ("ANP") owns 194,023,290 shares of the Common Stock of the Company and Advance Newhouse Partnership, a New York Partnership ("A/N") owns 4,152,302 shares of the Common Stock of the Company. Mr. Newhouse, by virtue of his affiliations with Advance Publications, Inc., a New York corporation ("API"), Newhouse Broadcasting Corporation, a New York corporation ("NBCo"), and certain holders of equity in API and NBCo, may be deemed to beneficially own shares of Common Stock of the Company owned directly by A/N and ANP. API and NBCo indirectly own all of the partnership interests of A/N and ANP. |
(3) | Mr. Newhouse disclaims beneficial ownership of the shares of Common Stock owned by A/N and ANP and this report shall not be deemed an admission that Mr. Newhouse is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Newhouse Steven O 230 PARK AVENUE SOUTH NEW YORK, NY 10003 | X |
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Signatures
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Tara L. Smith, Attorney-in-Fact | | 4/3/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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