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*
Campbell Bruce

(Last) (First) (Middle)
8403 COLESVILLE ROAD

(Street)
SILVER SPRING MD 20910

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Discovery, 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 Dev Dist & Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2021
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)
Code V Amount (A) or (D) Price
Series A Common Stock 02/23/2021 M 52,858 A $42.296 475,847 D
Series A Common Stock 02/23/2021 S 37,998 D $51.856(1) 437,849 D
Series A Common Stock 02/23/2021 S 13,080 D $52.579(2) 424,769 D
Series A Common Stock 02/23/2021 S 1,280 D $53.597(3) 423,489 D
Series A Common Stock 02/23/2021 S 500 D $54.482(4) 422,989 D
Series A Common Stock 02/23/2021 M 148,280 A $32.335 571,269 D
Series A Common Stock 02/23/2021 S 145,456 D $51.471(5) 425,813 D
Series A Common Stock 02/23/2021 S 2,824 D $54.256(6) 422,989 D
Series A Common Stock 02/23/2021 M 160,427 A $25.08 583,416 D
Series A Common Stock 02/23/2021 S 37,160 D $51.052(7) 546,256 D
Series A Common Stock 02/23/2021 S 2,910 D $54.278(8) 543,346 D
Series A Common Stock 02/23/2021 S 120,357 D $51.435(9) 422,989 D
Series A Common Stock 02/23/2021 M 174,678 A $29.5 597,667 D
Series A Common Stock 02/23/2021 S 71,336 D $50.951(10) 526,331 D
Series A Common Stock 02/23/2021 S 100,262 D $51.421(11) 426,069 D
Series A Common Stock 02/23/2021 S 3,080 D $54.281(12) 422,989 D
Series A Common Stock 02/23/2021 M 42,327 A $29.08 465,316 D
Series A Common Stock 02/23/2021 S 41,367 D $50.588(13) 423,949 D
Series A Common Stock 02/23/2021 S 760 D $54.024(14) 423,189 D
Series A Common Stock 02/23/2021 S 200 D $54.61 422,989 D
Series A Common Stock 02/23/2021 F 8,578(15) D $52.95 414,411 D
Series C Common Stock 02/23/2021 M 52,858 A $41.024 93,652 D
Series C Common Stock 02/23/2021 S 20,000 D $43.55(16) 73,652 D
Series C Common Stock 02/23/2021 S 28,308 D $44.309(17) 45,344 D
Series C Common Stock 02/23/2021 S 4,550 D $45.236(18) 40,794 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
Employee Stock Option (right to acquire) $42.296 02/23/2021 M 52,858 02/28/2015(19) 02/28/2021 Series A Common Stock 52,858 $0 0 D
Employee Stock Option (right to acquire) $32.335 02/23/2021 M 148,280 02/23/2016(19) 02/23/2022 Series A Common Stock 148,280 $0 0 D
Employee Stock Option (right to acquire) $25.08 02/23/2021 M 160,427 02/26/2017(19) 02/26/2023 Series A Common Stock 160,427 $0 0 D
Employee Stock Option (right to acquire) $29.5 02/23/2021 M 174,678 02/23/2018(19) 02/23/2024 Series A Common Stock 174,678 $0 0 D
Employee Stock Option (right to acquire) $29.08 02/23/2021 M 42,327 03/01/2020(20) 03/01/2026 Series A Common Stock 42,327 $0 126,984 D
Employee Stock Option (right to acquire) $41.024 02/23/2021 M 52,858 02/28/2015(19) 02/28/2021 Series C Common Stock 52,858 $0 0 D
Explanation of Responses:
1. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $51.23 to $52.19 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
2. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $52.23 to $53.00 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
3. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $53.31 to $54.22 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
4. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $54.38 to $54.61 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
5. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $51.04 to $51.84 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
6. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $53.62 to $54.50 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
7. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $51.00 to $51.25 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
8. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $53.61 to $54.54 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
9. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $51.04 to $51.68 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
10. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $50.40 to $51.39 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
11. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $51.40 to $51.57 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
12. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $53.61 to $54.52 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
13. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $50.35 to $50.78 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
14. The price reported represents the weighted average sale price of shares of Series A common stock sold in multiple transactions at prices ranging from $53.61 to $54.40 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
15. These shares represent the shares withheld by the Issuer to cover the applicable tax withholding related to the vesting of previously granted restricted stock units.
16. The price reported represents the weighted average sale price of shares of Series C common stock sold in multiple transactions at prices ranging from $43.34 to $43.76 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
17. The price reported represents the weighted average sale price of shares of Series C common stock sold in multiple transactions at prices ranging from $44.00 to $44.99 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
18. The price reported represents the weighted average sale price of shares of Series C common stock sold in multiple transactions at prices ranging from $45.08 to $45.46 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
19. This option is fully vested and exercisable.
20. This option vests in four equal annual installments beginning March 1, 2020.
Remarks:
The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.
Tara L. Smith, by power of attorney 02/25/2021
** 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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