Sec Form 4 Filing - Zaslav David @ Discovery Communications, Inc. - 2016-01-15

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 Zaslav David 2. Issuer Name and Ticker or Trading Symbol Discovery Communications, Inc. [ DISCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer & Pres (Last) (First) (Middle) ONE DISCOVERY PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2016 (Street) SILVER SPRING, MD20910 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) Code V Amount (A) or (D) Price Series A Common Stock 01/15/2016( 1 ) M 429,589 A $ 20.965 1,369,451 D Series A Common Stock 01/15/2016( 1 ) D 429,589 D $ 26.38 939,862 D Series C Common Stock 01/15/2016( 1 ) M 429,589 A $ 20.335 1,359,810 D Series C Common Stock 01/15/2016( 1 ) D 429,589 D $ 25.17 930,221 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 Cash-Settled Stock Appreciation Right $ 20.965 01/15/2016 M 429,589 01/02/2013( 2 ) 01/31/2016 Series A Common Stock 429,589 $ 0 0 D Cash-Settled Stock Appreciation Right $ 33.0719 01/15/2016 M 462,240 ( 3 ) 01/02/2014( 4 ) 01/31/2017 Series A Common Stock 462,240 $ 0 462,241 D Cash- and Stock-Settled Stock Appreciation Right $ 43.9199 01/15/2016 M 925,665 ( 5 ) 01/02/2015( 6 ) 01/31/2018 Series A Common Stock 925,665 $ 0 1,851,330 D Cash- and Stock-Settled Stock Appreciation Right $ 33.17 01/15/2016 M 231,416 ( 7 ) 01/02/2016( 8 ) 01/31/2019 Series A Common Stock 231,416 $ 0 694,249 D Cash- and Stock-Settled Stock Appreciation Right $ 26.38 01/15/2016 A 1,157,081 01/02/2017( 9 ) 01/31/2020 Series A Common Stock 1,157,081 $ 0 1,157,081 D Cash-Settled Stock Appreciation Right $ 20.335 01/15/2016 M 429,589 01/02/2013( 2 ) 01/31/2016 Series C Common Stock 429,589 $ 0 0 D Cash-Settled Stock Appreciation Right $ 32.0781 01/15/2016 M 462,240 ( 10 ) 01/02/2014( 4 ) 01/31/2017 Series C Common Stock 462,240 $ 0 462,241 D Cash- and Stock-Settled Stock Appreciation Right $ 42.6001 01/15/2016 M 925,665 ( 11 ) 01/02/2015( 12 ) 01/31/2018 Series C Common Stock 925,665 $ 0 1,851,330 D Cash- and Stock-Settled Stock Appreciation Right $ 32.28 01/15/2016 M 231,416 ( 13 ) 01/02/2016( 14 ) 01/31/2019 Series C Common Stock 231,416 $ 0 694,249 D Cash- and Stock-Settled Stock Appreciation Right $ 25.17 01/15/2016 A 1,157,081 01/02/2017( 15 ) 01/31/2020 Series C Common Stock 1,157,081 $ 0 1,157,081 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zaslav David ONE DISCOVERY PLACE SILVER SPRING, MD20910 Chief Executive Officer & Pres Signatures /s/ Stephanie D. Marks, by power of attorney 01/20/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2016. Under the terms of the Cash-Settled Stock Appreciation Rights, however, the amounts payable in respect of the vested units could not be calculated until 10 trading days had passed from the vesting date. ( 2 )The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person. ( 3 )No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $33.0719 per Unit exceeded the ending unit value of $26.38 per Unit. ( 4 )The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person. ( 5 )No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $43.9199 per Unit exceeded the ending unit value of $26.38 per Unit. ( 6 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. ( 7 )No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $33.17 per Unit exceeded the ending unit value of $26.38 per Unit. ( 8 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. ( 9 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person. ( 10 )No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $32.0781 per Unit exceeded the ending unit value of $25.17 per Unit. ( 11 )No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $42.6001 per Unit exceeded the ending unit value of $25.17 per Unit. ( 12 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. ( 13 )No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $32.28 per Unit exceeded the ending unit value of $25.17 per Unit. ( 14 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person. ( 15 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.

Remarks: The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.

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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