SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
EAST SYRACUSE NY 13057

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/12/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.01 per share 04/08/2022 J(1) 4,152,302.53 D (1) 0 D
Series A common stock, par value $0.01 per share 04/08/2022 J(1) 4,158,459 A (1) 4,158,459(2) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
EAST SYRACUSE NY 13057

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NEWHOUSE BROADCASTING CORP

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ADVANCE PUBLICATIONS, INC

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Series C common stock, par value $0.01 per share beneficially owned by Advance/Newhouse Partnership, a New York Partnership ("A/N") was reclassified and converted into such number of shares of Series A common stock, par value $0.01 per share (the "Common Stock") of Warner Bros. Discovery, Inc. (the "Company"), as provided in amended and restated certificate of incorporation of the Company pursuant to the business combination of the Company with a segment of AT&T Inc. ("AT&T"), pursuant to which Magallanes, Inc., a wholly owned subsidiary of AT&T, which owned the WarnerMedia segment of AT&T, was merged with and into Drake Subsidiary, Inc. a wholly owned subsidiary of the Company (the "Combination").
2. The Reporting Persons have increased the number of shares of Common Stock to reflect 6,157 shares received as an AT&T shareholder in connection with the Combination.
Remarks:
Each of Newhouse Broadcasting Corporation and Advance Publications, Inc. may be deemed to beneficially own shares of Common Stock held by A/N due to their control of A/N.
ADVANCE/NEWHOUSE PARTNERSHIP, By: /s/ Oren Klein, Its: Chief Financial Officer 05/11/2023
NEWHOUSE BROADCASTING CORP., By: /s/ Oren Klein, Its: Chief Financial Officer 05/11/2023
ADVANCE PUBLICATIONS, INC., By: /s/ Oren Klein, Its: Chief Financial Officer 05/11/2023
** Signature of Reporting Person Date
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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