Sec Form 4 Filing - MALONE JOHN C @ Discovery, Inc. - 2018-08-29

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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1. Name and Address of Reporting Person
MALONE JOHN C
2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc. [ DISCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE DISCOVERY PLACE
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2018
(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 C Common Stock 08/29/2018 J/K( 1 ) 184,316 D 9,937,380 D
Series C Common Stock 08/29/2018 J/K( 2 ) 21,180 D 9,916,200 D
Series C Common Stock 08/30/2018 J/K( 3 ) 184,338 D 9,731,862 D
Series C Common Stock 08/30/2018 J/K( 4 ) 21,182 D 9,710,680 D
Series C Common Stock 557,000 I By Trust ( 5 )
Series C Common Stock 1,316,424 I By Spouse ( 6 )
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
Forward sale contract (obligation to sell) ( 7 ) 08/29/2018 J/K( 7 ) 1 ( 1 ) ( 8 ) ( 8 ) Series C Common Stock 2,640,000 $ 0 1 D
Forward sale contract (obligation to sell) ( 9 ) 08/29/2018 J/K( 9 ) 1 ( 2 ) ( 10 ) ( 10 ) Series C Common Stock 303,360 $ 0 1 D
Forward sale contract (obligation to sell) ( 7 ) 08/30/2018 J/K( 7 ) 1 ( 3 ) ( 8 ) ( 8 ) Series C Common Stock 2,420,000 $ 0 1 D
Forward sale contract (obligation to sell) ( 9 ) 08/30/2018 J/K( 9 ) 1 ( 4 ) ( 10 ) ( 10 ) Series C Common Stock 278,080 $ 0 1 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MALONE JOHN C
ONE DISCOVERY PLACE
SILVER SPRING, MD20910
X X
Signatures
Stephanie D. Marks, by power of attorney 08/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 29, 2018, the ninth component of the amended forward (as defined and described below) matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the ninth component was above the amended forward cap price; therefore, the Reporting Person delivered 184,316 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 35,684 shares of DISCK.
( 2 )On August 29, 2018, the ninth component of the 2017 forward (as defined and described below) matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the ninth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,180 shares of DISCK to the counterparty and retained 4,100 shares of DISCK.
( 3 )On August 30, 2018, the tenth component of the amended forward matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the tenth component was above the amended forward cap price; therefore, the Reporting Person delivered 184,338 shares of DISCK to the counterparty and retained 35,662 shares of DISCK.
( 4 )On August 30, 2018, the tenth component of the 2017 forward matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the tenth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,182 shares of DISCK to the counterparty and retained 4,098 shares of DISCK.
( 5 )The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.
( 6 )The reporting person disclaims beneficial ownership of the shares owned by his spouse.
( 7 )On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of DISCK, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of DISCK. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward") relating to a maximum of 4,400,000 shares of DISCK, divided into 20 components each relating to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The amended forward may be settled on a physical settlement or cash settlement basis.
( 8 )The amended forward is divided into 20 components, each with respect to 220,000 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.
( 9 )On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of DISCK, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis.
( 10 )The 2017 forward is divided into 20 components, each with respect to 25,280 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.

Remarks:
The reporting person elected to physically settle the amended forward and the 2017 forward. Therefore, the reporting person will receive an amount in cash from the counterparty determined pursuant to the terms of the amende d forward or the 2017 forward, respectively, and the number of shares to be delivered by the reporting person on the settlement date for each component of such contract is as follows: (i) if the closing price of DISCK on the maturity date for that component (each, the "settlement price") is less than or equal to the forward floor price, the reporting person will deliver the applicable Number of Shares; (ii) if the settlement price is greater than the forward floor price and less than or equal to the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price is greater than the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the forward cap price.The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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