Sec Form 4 Filing - Wiedenfels Gunnar @ Warner Bros. Discovery, Inc. - 2022-04-08

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 Wiedenfels Gunnar 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 Financial Officer (Last) (First) (Middle) 230 PARK AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2022 (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 ) 04/08/2022 D 381,488( 2 ) D $ 0 0 D Series C Common Stock( 3 ) 04/08/2022 D 75,000( 2 ) D $ 0 0 D Series A Common Stock( 4 ) 04/08/2022 A 456,488( 5 ) A $ 0 456,488 D Series A Common Stock( 4 ) 04/08/2022 A 39( 6 ) A $ 0 456,527 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 $ 26.21 04/08/2022 D 40,001( 7 ) 05/22/2018( 8 ) 05/22/2024 Series A Common Stock( 9 ) 40,001 $ 0 0 D Employee Stock Option $ 26.21 04/08/2022 A 40,001( 10 ) 04/08/2022( 8 ) 05/22/2024 Series A Common Stock( 4 ) 40,001 $ 0 40,001 D Employee Stock Option $ 24.06 04/08/2022 D 50,741( 7 ) 03/01/2019( 8 ) 03/01/2025 Series A Common Stock( 9 ) 50,741 $ 0 0 D Employee Stock Option $ 24.06 04/08/2022 A 50,741( 10 ) 04/08/2022( 8 ) 03/01/2025 Series A Common Stock( 4 ) 50,741 $ 0 50,741 D Employee Stock Option $ 29.08 04/08/2022 D 92,592( 7 ) 03/01/2020( 11 ) 03/01/2026 Series A Common Stock( 9 ) 92,592 $ 0 0 D Employee Stock Option $ 29.08 04/08/2022 A 92,592( 10 ) 04/08/2022( 11 ) 03/01/2026 Series A Common Stock( 4 ) 92,592 $ 0 92,592 D Employee Stock Option $ 25.7 04/08/2022 D 150,402( 7 ) 02/28/2021( 12 ) 02/28/2027 Series A Common Stock( 9 ) 150,402 $ 0 0 D Employee Stock Option $ 25.7 04/08/2022 A 150,402( 10 ) 04/08/2022( 12 ) 02/28/2027 Series A Common Stock( 4 ) 150,402 $ 0 150,402 D Employee Stock Option $ 58.18 04/08/2022 D 130,546( 7 ) 03/01/2022( 13 ) 03/01/2028 Series A Common Stock( 9 ) 130,546 $ 0 0 D Employee Stock Option $ 58.18 04/08/2022 A 130,546( 10 ) 04/08/2022( 13 ) 03/01/2028 Series A Common Stock( 4 ) 130,546 $ 0 130,546 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wiedenfels Gunnar 230 PARK AVENUE SOUTH NEW YORK, NY10003 Chief Financial Officer Signatures Tara L. Smith, by power of attorney 04/12/2022 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 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. ( 3 )Represents Series C common stock of Discovery, Inc., par value $0.01 per share ("DISCK"). ( 4 )Represents WBD Series A common stock. ( 5 )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. ( 6 )In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination. ( 7 )Represents stock options to acquire DISCA that were disposed of in exchange for, on a one-for-one basis, stock options to acquire WBD Series A common stock having substantially the same terms in connection with the Combination. ( 8 )This option is fully vested and exercisable. ( 9 )Represents DISCA. ( 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 March 1, 2020. ( 12 )As initially granted, this option vests in four equal annual installments beginning February 28, 2021. ( 13 )This option vests in four equal annual installments beginning on March 1, 2022.

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 the Issuer's Series A common stock is WBD.

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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