Sec Form 4 Filing - Zaslav David @ Discovery, Inc. - 2021-01-19

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, Inc. [ DISCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer & Pres (Last) (First) (Middle) 8403 COLESVILLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2021 (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 01/19/2021( 1 ) M 361,588 A $ 27.69 2,868,348 D Series A Common Stock 01/19/2021( 1 ) M 451,984 A $ 22.95 3,320,332 D Series A Common Stock 01/19/2021( 1 ) D 610,182 ( 2 ) D $ 32.05 2,710,150 D Series A Common Stock 01/19/2021( 1 ) D 159,010 ( 3 ) D $ 32.05 2,551,140 D Series A Common Stock 01/19/2021( 1 ) F 23,620 ( 4 ) D $ 32.05 2,527,520 D Series C Common Stock 01/19/2021( 5 ) M 361,588 A $ 27.03 1,606,748 D Series C Common Stock 01/19/2021( 5 ) M 451,984 A $ 21.71 2,058,732 D Series C Common Stock 01/19/2021( 5 ) D 610,164 ( 2 ) D $ 27.95 1,448,568 D Series C Common Stock 01/19/2021( 5 ) D 175,205 ( 3 ) D $ 27.95 1,273,363 D Series C Common Stock 01/19/2021( 5 ) F 15,010 ( 4 ) D $ 27.95 1,258,353 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- and Stock-Settled Stock Appreciation Right $ 27.69 01/19/2021 M 361,588 01/02/2018( 6 ) 01/31/2021 Class A Common Stock 361,588 $ 0 0 D Cash- and Stock-Settled Stock Appreciation Right $ 22.95 01/19/2021 M 451,984 01/02/2019( 7 ) 01/31/2022 Class A Common Stock 451,984 $ 0 451,985 D Cash- and Stock-Settled Stock Appreciation Right $ 27.03 01/19/2021 M 361,588 01/02/2018( 8 ) 01/31/2021 Class C Common Stock 361,588 $ 0 0 D Cash- and Stock-Settled Stock Appreciation Right $ 21.71 01/19/2021 M 451,984 01/02/2019( 9 ) 01/31/2022 Class C Common Stock 451,984 $ 0 451,985 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zaslav David 8403 COLESVILLE ROAD SILVER SPRING, MD20910 X Chief Executive Officer & Pres Signatures Tara L. Smith, by power of attorney 01/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2021. Under the terms of the Cash- and Stock-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 )These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. ( 3 )These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. ( 4 )These shares represent the shares withheld by the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. ( 5 )The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2021. Under the terms of the Cash- and Stock-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. ( 6 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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. ( 8 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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. ( 9 )The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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.

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).

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