Sec Form 4 Filing - ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP @ Warner Bros. Discovery, Inc. - 2022-04-08

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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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1. Name and Address of Reporting Person
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6350 COURT STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2022
(Street)
EAST SYRACUSE, NY13057
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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)
Code V Amount (A) or (D) Price
Series C common stock, par value $0.01 per share 04/08/2022 J( 1 ) 91,048,739.86 D 0 D
Series A common stock, par value $0.01 per share 04/08/2022 J( 1 ) 70,673,242 D 0 D
Series A common stock, par value $0.01 per share 04/08/2022 J( 1 ) 194,023,290 A 194,023,290 D
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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP
6350 COURT STREET
EAST SYRACUSE, NY13057
X
NEWHOUSE BROADCASTING CORP
ONE WORLD TRADE CENTER
NEW YORK, NY10007
X
ADVANCE PUBLICATIONS, INC
ONE WORLD TRADE CENTER
NEW YORK, NY10007
X
Signatures
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, By: /s/ Oren Klein, Its: Chief Financial Officer 04/12/2022
Signature of Reporting Person Date
NEWHOUSE BROADCASTING CORP., By: /s/ Oren Klein, Its: Chief Financial Officer 04/12/2022
Signature of Reporting Person Date
ADVANCE PUBLICATIONS, INC., By: /s/ Oren Klein, Its: Chief Financial Officer 04/12/2022
Signature of Reporting Person Date
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.

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).

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