SEC FORM 4

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^*

Zaslav David

(Last)

(First)

(Middle)

ONE DISCOVERY PLACE

(Street)

SILVER SPRING

20910

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [ DISCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer & Pres

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	01/15/2016⁽¹⁾		M		429,589	A	$20.965	1,369,451	D
Series A Common Stock	01/15/2016⁽¹⁾		D		429,589	D	$26.38	939,862	D
Series C Common Stock	01/15/2016⁽¹⁾		M		429,589	A	$20.335	1,359,810	D
Series C Common Stock	01/15/2016⁽¹⁾		D		429,589	D	$25.17	930,221	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-Settled Stock Appreciation Right	$20.965	01/15/2016		M			429,589	01/02/2013⁽²⁾	01/31/2016	Series A Common Stock	429,589	$0.00	0	D
Cash-Settled Stock Appreciation Right	$33.0719	01/15/2016		M			462,240⁽³⁾	01/02/2014⁽⁴⁾	01/31/2017	Series A Common Stock	462,240	$0.00	462,241	D
Cash- and Stock-Settled Stock Appreciation Right	$43.9199	01/15/2016		M			925,665⁽⁵⁾	01/02/2015⁽⁶⁾	01/31/2018	Series A Common Stock	925,665	$0.00	1,851,330	D
Cash- and Stock-Settled Stock Appreciation Right	$33.17	01/15/2016		M			231,416⁽⁷⁾	01/02/2016⁽⁸⁾	01/31/2019	Series A Common Stock	231,416	$0.00	694,249	D
Cash- and Stock-Settled Stock Appreciation Right	$26.38	01/15/2016		A		1,157,081		01/02/2017⁽⁹⁾	01/31/2020	Series A Common Stock	1,157,081	$0.00	1,157,081	D
Cash-Settled Stock Appreciation Right	$20.335	01/15/2016		M			429,589	01/02/2013⁽²⁾	01/31/2016	Series C Common Stock	429,589	$0.00	0	D
Cash-Settled Stock Appreciation Right	$32.0781	01/15/2016		M			462,240⁽¹⁰⁾	01/02/2014⁽⁴⁾	01/31/2017	Series C Common Stock	462,240	$0.00	462,241	D
Cash- and Stock-Settled Stock Appreciation Right	$42.6001	01/15/2016		M			925,665⁽¹¹⁾	01/02/2015⁽¹²⁾	01/31/2018	Series C Common Stock	925,665	$0.00	1,851,330	D
Cash- and Stock-Settled Stock Appreciation Right	$32.28	01/15/2016		M			231,416⁽¹³⁾	01/02/2016⁽¹⁴⁾	01/31/2019	Series C Common Stock	231,416	$0.00	694,249	D
Cash- and Stock-Settled Stock Appreciation Right	$25.17	01/15/2016		A		1,157,081		01/02/2017⁽¹⁵⁾	01/31/2020	Series C Common Stock	1,157,081	$0.00	1,157,081	D

Explanation of Responses:

1. The Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2016. Under the terms of the Cash-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. The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.

3. No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $33.0719 per Unit exceeded the ending unit value of $26.38 per Unit.

4. The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.

5. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $43.9199 per Unit exceeded the ending unit value of $26.38 per Unit.

6. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. 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. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $33.17 per Unit exceeded the ending unit value of $26.38 per Unit.

8. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. 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.

9. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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.

10. No amounts were payable in respect of these Cash-Settled Stock Appreciation Rights because the beginning unit value of $32.0781 per Unit exceeded the ending unit value of $25.17 per Unit.

11. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $42.6001 per Unit exceeded the ending unit value of $25.17 per Unit.

12. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. 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.

13. No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $32.28 per Unit exceeded the ending unit value of $25.17 per Unit.

14. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. 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.

15. The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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.

Remarks:

The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.

	/s/ Stephanie D. Marks, by power of attorney	01/20/2016
	** Signature of Reporting Person	Date
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