Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 14)*
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 23, 2021
(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) 30.3% Series A Common Stock and 22.2% 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 4,145,095.53 shares of Series C Common Stock* | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 4,145,095.53 shares of Series C Common Stock | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,145,095.53 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) 1.0% 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 96,034,376.39 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 96,034,376.39 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 96,034,376.39 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) 30.3% Series A Common Stock and 23.2% 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 96,034,376.39 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 96,034,376.39 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 96,034,376.39 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) 30.3% Series A Common Stock and 23.2% 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 Par tnership 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 96,034,376.39 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 96,034,376.39 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 96,034,376.39 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) 30.3% Series A Common Stock and 23.2% 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 DI SCLOSURE 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 96,034,376.39 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 96,034,376.39 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 96,034,376.39 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) 30.3% Series A Common Stock and 23.2% 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. 14 (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, the twelfth amended Statement on Schedule 13D which was jointly filed on November 11, 2019, and the thirteenth amended Statement on Schedule 13D which was jointly filed on February 19, 2020, 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 23, 2021, ANP sold 11,000,000 shares of Series C Common Stock to a financial institution at a price of $42.15 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Rule 144 Sale”) to provide financial flexibility to support ongoing estate planning and the Reporting Persons’ investment program and for other general corporate purposes. The transaction covers less than 7% of the aggregate shares of Issuer common stock beneficially owned by the Reporting Persons and has no effect on the Reporting Persons’ voting rights or board of directors rights.
The Reporting Persons remain committed to being long-term shareholders of the Issuer. Similar to prior transactions entered into from time to time since becoming a shareholder of the Issuer, the Reporting Persons nonetheless may from time to time (i) dispose of their positions in the Issuer’s securities in the open market, private transactions with the Issuer, or otherwise or (ii) engage in derivative or financing transactions with respect to these positions.
In connection with the Rule 144 Sale, ANP converted certain of its shares of Series C-1 Preferred Stock into 11,000,000 shares of Series C Common Stock.
| 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 30.3% of the outstanding shares of that class. Advance/Newhouse has beneficial ownership of 91,889,280.86 shares of Series C Common Stock, representing 22.2% of the outstanding shares of that class. ANP has beneficial ownership of 4,145,095.53 shares of Series C Common Stock, representing 1.0% of the outstanding shares of that class. Each Reporting Person, other than Advance/Newhouse and ANP, has beneficial ownership of 96,034,376.39 shares of Series C Common Stock, representing 23.2% 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 4,145,095.53 shares of Series C Common Stock and shared power to dispose or direct the disposition of 4,145,095.53 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 96,034,376.39 shares of Series C Common Stock and shared power to dispose or direct the disposition of 96,034,376.39 shares of Series C Common Stock.
(c) Except as stated in Item 4 above, none of the Reporting Persons have effected any transactions in shares of Series A Common Stock or Series C Common Stock of the Company during the past 60 days. 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.
| Item 7. | Exhibits. | ||
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 23, 2021
< p style="font: 10pt Times New Roman, Times, Serif; margin: 0">
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 | |||