Statement of Changes in Beneficial Ownership (4)
April 12 2022 - 6:54PM
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
OMB Number:
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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ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP |
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc.
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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)
6350 COURT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2022 |
(Street)
EAST SYRACUSE, NY 13057
(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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Series C common stock, par value $0.01 per share | 4/8/2022 | | J(1) | | 91048739.86 | D | (1) | 0 | D | |
Series A common stock, par value $0.01 per share | 4/8/2022 | | J(1) | | 70673242 | D | (1) | 0 | D | |
Series A common stock, par value $0.01 per share | 4/8/2022 | | J(1) | | 194023290 | A | (1) | 194023290 | D | |
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) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Series C common stock, par value $0.01 per share and Series A common stock, par value $0.01 per share beneficially owned by Advance/Newhouse Programming Partnership, a New York Partnership ("ANP") was reclassified and converted into such number of shares of Series A common stock, par value $0.01 per share (the "Common Stock") of Warner Bros. Discovery, Inc. (the "Company"), as provided in amended and restated certificate of incorporation of the Company pursuant to the business combination of the Company with a segment of AT&T Inc. ("AT&T"), pursuant to which Magallanes, Inc., a wholly owned subsidiary of AT&T, which owned the WarnerMedia segment of AT&T, was merged with and into Drake Subsidiary, Inc. a wholly owned subsidiary of the Company. |
Remarks: Each of Newhouse Broadcasting Corporation and Advance Publications, Inc. may be deemed to beneficially own shares of Series A common stock, par value $0.01 per share of Warner Bros. Discovery, Inc. held by Advance/Newhouse Programming Partnership, a New York Partnership ("ANP") due to their control of ANP. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP 6350 COURT STREET EAST SYRACUSE, NY 13057 | 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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Signatures
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ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, By: /s/ Oren Klein, Its: Chief Financial Officer | | 4/12/2022 |
**Signature of Reporting Person | Date |
NEWHOUSE BROADCASTING CORP., By: /s/ Oren Klein, Its: Chief Financial Officer | | 4/12/2022 |
**Signature of Reporting Person | Date |
ADVANCE PUBLICATIONS, INC., By: /s/ Oren Klein, Its: Chief Financial Officer | | 4/12/2022 |
**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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