Sec Form 4 Filing - Alpert-Romm Adria @ Warner Bros. Discovery, Inc. - 2022-04-07

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
Alpert-Romm Adria
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief People & Culture Officer
(Last) (First) (Middle)
230 PARK AVENUE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2022
(Street)
NEW YORK, NY10003
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( 1 ) 04/07/2022 A 70,709( 2 ) A $ 0 75,383 D
Series A Common Stock( 3 ) 04/08/2022 D 75,383( 4 ) D $ 0 0 D
Series C Common Stock( 5 ) 04/08/2022 D 10,989( 4 ) D $ 0 0 D
Series A Common Stock( 6 ) 04/08/2022 A 86,372( 7 ) A $ 0 86,372 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
Employee Stock Option (right to acquire) $ 24.06 04/08/2022 D 67,654( 8 ) 03/01/2019( 9 ) 03/01/2025 Series A Common Stock( 3 ) 67,654 $ 0 0 D
Employee Stock Option (right to acquire) $ 24.06 04/08/2022 A 67,654( 10 ) 04/08/2022( 9 ) 03/01/2025 Series A Common Stock( 6 ) 67,654 $ 0 67,654 D
Employee Stock Option $ 29.08 04/08/2022 D 87,302( 8 ) 03/01/2020( 11 ) 03/01/2026 Series A Common Stock( 3 ) 87,302 $ 0 0 D
Employee Stock Option $ 29.08 04/08/2022 A 87,302( 10 ) 04/08/2022( 11 ) 03/01/2026 Series A Common Stock( 6 ) 87,302 $ 0 87,302 D
Employee Stock Option (right to acquire) $ 25.7 04/08/2022 D 126,051( 8 ) 02/28/2021( 12 ) 02/28/2027 Series A Common Stock( 3 ) 126,051 $ 0 0 D
Employee Stock Option $ 25.7 04/08/2022 A 126,051( 10 ) 04/08/2022( 12 ) 02/28/2027 Series A Common Stock( 6 ) 126,051 $ 0 126,051 D
Employee Stock Option (right to acquire) $ 58.18 04/08/2022 D 71,801( 8 ) 03/01/2022( 13 ) 03/01/2028 Series A Common Stock( 3 ) 71,801 $ 0 0 D
Employee Stock Option $ 58.18 04/08/2022 A 71,801( 10 ) 04/08/2022( 13 ) 03/01/2028 Series A Common Stock( 6 ) 71,801 $ 0 71,801 D
Employee Stock Option (right to acquire) $ 28.11 04/08/2022 D 187,143( 8 ) 03/01/2023( 14 ) 03/01/2029 Series A Common Stock( 3 ) 187,143 $ 0 0 D
Employee Stock Option $ 28.11 04/08/2022 A 187,143( 10 ) 03/01/2023( 14 ) 03/01/2029 Series A Common Stock( 6 ) 187,143 $ 0 187,143 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alpert-Romm Adria
230 PARK AVENUE SOUTH
NEW YORK, NY10003
Chief People & Culture Officer
Signatures
Tara L. Smith, by power of attorney 04/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Series A common stock of Discovery, Inc., par value $0.01 per share ("DISCA").
( 2 )Represents restricted stock units that, upon vesting, convert into an equal number of shares of Series A common stock of Discovery, Inc. that were acquired prior to the Combination (as defined below).
( 3 )Represents DISCA.
( 4 )Represents shares of DISCA and DISCK (as defined below) disposed of in the reclassification and automatic conversion on April 8, 2022 by Discovery, Inc. ("Discovery") of all of its shares of capital stock into shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock"). On April 8, 2022, Discovery completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc.
( 5 )Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK").
( 6 )Represents WBD Series A common stock.
( 7 )Represents shares of WBD Series A common stock acquired in the reclassification and automatic conversion of DISCA and DISCK into WBD Series A common stock on a one-for-one basis in connection with the Combination.
( 8 )Represents stock options to acquire DISCA that were disposed of in exchange for, one a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination.
( 9 )This option is fully vested and exercisable.
( 10 )Represents stock options to acquire WBD Series A common stock that were acquired in exchange for, on a one-for-one basis, stock options to acquire DISCA having substantially the same terms in connection with the Combination.
( 11 )As initially granted, this option vests in four equal annual installments beginning on March 1, 2020.
( 12 )This option vests in four equal annual installments beginning on February 28, 2021.
( 13 )This option vests in four equal annual installments beginning on March 1, 2022.
( 14 )This option vests in four equal annual installments beginning on March 1, 2023.

Remarks:
Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for theIssuer's Series A common stock is WBD.

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