Sec Form 4 Filing - Zaslav David @ Warner Bros. Discovery, Inc.

Insider filing report for Changes in Beneficial Ownership

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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1. Name and Address of Reporting Person

Zaslav David

2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD]

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)

230 PARK AVENUE SOUTH

3. Date of Earliest Transaction (MM/DD/YY)
04/08/2022

(Street)

NEW YORK, NY10003

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock^{( 1 )}	04/08/2022		D		2,777,487^{( 2 )}	D	$ 0	0	D
Series C Common Stock^{( 3 )}	04/08/2022		D		1,265,843^{( 2 )}	D	$ 0	0	D
Series A Common Stock^{( 4 )}	04/08/2022		A		4,043,330^{( 5 )}	A	$ 0	4,043,330	D
Series A Common Stock^{( 4 )}	04/08/2022		A		153^{( 6 )}	A	$ 0	153	I	Spouse

< td style="text-align: center;">1,360,127^{(
10

)}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction 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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Be neficially 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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to acquire)	$ 27.35	04/08/2022		D			2,435,655^{( 7 )}	01/02/2020^{( 8 )}	07/16/2025	Series A Common Stock^{( 9 )}	2,435,655	$ 0	0	D
Employee Stock Option	$ 27.35	04/08/2022		A		2,435,655^{( 10 )}		04/08/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 4 )}	2,435,655	$ 0	2,435,655	D
Employee Stock Option (right to acquire)	$ 28.72	04/08/2022		D			2,211,344^{( 7 )}	01/02/2021^{( 8 )}	07/16/2025	Series A Common Stock^{( 9 )}	2,211,344	$ 0	0	D
Employee Stock Option	$ 28.72	04/08/2022		A		2,211,344^{( 10 )}		04/08/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 4 )}	2,211,344	$ 0	2,211,344	D
Employee Stock Option (right to acquire)	$ 30.15	04/08/2022		D			2,155,404^{( 7 )}	01/02/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 9 )}	2,155,404	$ 0	0	D
Employee Stock Option	$ 30.15	04/08/2022		A		2,155,404^{( 10 )}		04/08/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 4 )}	2,155,404	$ 0	2,155,404	D
Employee Stock Option (right to acquire)	$ 31.66	04/08/2022		D			2,393,454^{( 7 )}	01/02/2023^{( 8 )}	07/16/2025	Series A Common Stock^{( 9 )}	2,393,454	$ 0	0	D
Employee Stock Option	$ 31.66	04/08/2022		A		2,393,454^{( 10 )}		04/08/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 4 )}	2,393,454	$ 0	2,393,454	D
Employee Stock Option (right to acquire)	$ 33.24	04/08/2022		D			2,560,788^{( 7 )}	12/31/2023^{( 8 )}	07/16/2025	Series A Common Stock^{( 9 )}	2,560,788	$ 0	0	D
Employee Stock Option	$ 33.24	04/08/2022		A		2,560,788^{( 10 )}		04/08/2022^{( 8 )}	07/16/2025	Series A Common Stock^{( 4 )}	2,560,788	$ 0	2,560,788	D
Employee Stock Option (right to acquire)	$ 35.65	04/08/2022		D			1,635,284^{( 7 )}	05/16/2022^{( 11 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,635,284	$ 0	0	D
Employee Stock Option	$ 35.65	04/08/2022		A		1,635,284^{( 10 )}		05/16/2022^{( 11 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,635,284	$ 0	1,635,284	D
Employee Stock Option (right to acquire)	$ 37.43	04/08/2022		D			1,519,414^{( 7 )}	05/16/2023^{( 12 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,519,414	$ 0	0	D
Employee Stock Option	$ 37.43	04/08/2022		A		1,519,414^{( 10 )}		05/16/2023^{( 12 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,519,414	$ 0	1,519,414	D
Employee Stock Option	$ 39.3	04/08/2022		D			1,557,685^{( 7 )}	05/16/2024^{( 13 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,557,685	$ 0	0	D
Employee Stock Option	$ 39.3	04/08/2022		A		1,557,685^{( 10 )}		05/16/2024^{( 13 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,557,685	$ 0	1,557,685	D
Employee Stock Option	$ 41.27	04/08/2022		D			1,603,292^{( 7 )}	05/16/2025^{( 14 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,603,292	$ 0	0	D
Employee Stock Option	$ 41.27	04/08/2022		A		1,603,292^{( 10 )}		05/16/2025^{( 14 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,603,292	$ 0	1,603,292	D
Employee Stock Option	$ 43.33	04/08/2022		D			1,682,083^{( 7 )}	05/16/2026^{( 15 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,682,083	$ 0	0	D
Employee Stock Option	$ 43.33	04/08/2022		A		1,682,083^{( 10 )}		05/16/2026^{( 15 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,682,083	$ 0	1,682,083	D
Employee Stock Option	$ 35.65	04/08/2022		D			1,360,127^{( 7 )}	01/01/2024^{( 16 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,360,127	$ 0	0	D
Employee Stock Option	$ 35.65	04/08/2022		A			01/01/2024^{( 16 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,360,127	$ 0	1,360,127	D
Employee Stock Option	$ 37.43	04/08/2022		D			1,421,234^{( 7 )}	01/01/2025^{( 17 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,421,234	$ 0	0	D
Employee Stock Option	$ 37.43	04/08/2022		A		1,421,234^{( 10 )}		01/01/2025^{( 17 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,421,234	$ 0	1,421,234	D
Employee Stock Option	$ 39.3	04/08/2022		D			1,401,917^{( 7 )}	01/01/2026^{( 18 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,401,917	$ 0	0	D
Employee Stock Option	$ 39.3	04/08/2022		A		1,401,917^{( 10 )}		01/01/2026^{( 18 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,401,917	$ 0	1,401,917	D
Employee Stock Option	$ 41.27	04/08/2022		D			1,270,188^{( 7 )}	01/01/2027^{( 19 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,270,188	$ 0	0	D
Employee Stock Option	$ 41.27	04/08/2022		A		1,270,188^{( 10 )}		01/01/2027^{( 19 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,270,188	$ 0	1,270,188	D
Employee Stock Option	$ 43.33	04/08/2022		D			1,322,488^{( 7 )}	12/31/2027^{( 20 )}	05/16/2028	Series A Common Stock^{( 9 )}	1,322,488	$ 0	0	D
Employee Stock Option	$ 43.33	04/08/2022		A		1,322,488^{( 10 )}		12/31/2027^{( 20 )}	05/16/2028	Series A Common Stock^{( 4 )}	1,322,488	$ 0	1,322,488	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zaslav David 230 PARK AVENUE SOUTH NEW YORK, NY10003	X		Chief Executive Officer & Pres

**Signatures**
Tara L. Smith, by power of attorney		04/12/2022
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").
( 2 )Represents shares of DISCA and DISCK (as defined below) disposed of in the reclassification and automatic conversion on April 8, 2022 by Discovery, Inc. ("Discovery") of all of its shares of capital stock into shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock"). On April 8, 2022, Discovery completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc.
( 3 )Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
( 4 )Represents WBD Series A common stock.
( 5 )Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.
( 6 )In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the WarnerMedia Business to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders the issued and outstanding shares of common stock of Spinco (the "Spinco Stock"), (3) a wholly-owned subsidiary of Discovery combined with Spinco, and (4) each share of Spinco Stock was automatically converted into 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
( 7 )Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.
( 8 )70% of this option vested in connection with the Combination and the remaining 30% will vest on December 31, 2023.
( 9 )Represents DISCA.
( 10 )Represents stock options to acquire WBD Series A common stock that were acquired in exchange for, on a one-for-one basis, stock options to acquire DISCA having substantially the same terms in connection with the Combination.
( 11 )This option vests in four equal annual installments beginning on May 16, 2022.
( 12 )This option vests in four equal annual installments beginning on May 16, 2023.
( 13 )This option vests in three equal annual installments beginning on May 16, 2024.
( 14 )This option vests in two equal annual installments beginning on May 16, 2025.
( 15 )This option vests 100% on May 16, 2026.
( 16 )This option vests in four equal annual installments beginning on January 1, 2024.
( 17 )This option vests in four equal annual installments beginning on January 1, 2025.
( 18 )This option vests in three equal annual installments beginning on January 1, 2026.
( 19 )This option vests in two equal annual installments beginning on January 1, 2027.
( 20 )This option vests 100% on December 31, 2027.

Remarks:
Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the Issuer's Series A common stock is WBD.

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 Number.

Sec Form 4 Filing - Zaslav David @ Warner Bros. Discovery, Inc. - 2022-04-08