Form Type: 4

SEC EDGAR Link
Acccession Number:0001209191-19-056842
Date:2019-11-14
Issuer: DISCOVERY, INC. (DISCA)
Original Submission Date:

Reporting Person:

MALONE JOHN C
8403 COLESVILLE ROAD
SILVER SPRING, MD 20910

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
SERIES C COMMON STOCK 2019-11-14 P 2,670,000 a $28.03 10,317,937 direct
SERIES C COMMON STOCK 0 $0.00 557,000 indirect f1
SERIES C COMMON STOCK 0 $0.00 1,316,424 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CALL OPTION (OBLIGATION TO SELL) 35.7943 2019-11-14 deemed execution date S 3,650,000 (d) series c common stock 3,650,000 $35.79 3,650,000 direct
PUT OPTION (RIGHT TO SELL) 25.227 2019-11-14 deemed execution date P 3,650,000 (a) series c common stock 3,650,000 $25.23 3,650,000 direct
Footnotes
IDfootnote
f1 the reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.
f2 the reporting person disclaims beneficial ownership of the shares owned by his spouse.
f3 on november 14, 2019, the reporting person entered into a "zero-cost collar" arrangement (the "transaction") pursuant to which he wrote european call options and purchased european put options over an aggregate of 3,650,000 class c common shares. only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. if neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. the transaction will be settled in cash unless the reporting person elects physical settlement.
f4 the transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of series c common stock and the last of which is with respect to 350,000 shares of series c common stock. the components mature on sequential trading days over the period beginning on march 3, 2027 and ending on march 18, 2027.
f5 the transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.

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