0001209191-18-051260.txt : 20180917 0001209191-18-051260.hdr.sgml : 20180917 20180917172135 ACCESSION NUMBER: 0001209191-18-051260 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180913 FILED AS OF DATE: 20180917 DATE AS OF CHANGE: 20180917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MALONE JOHN C CENTRAL INDEX KEY: 0000937797 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34177 FILM NUMBER: 181074169 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Discovery, Inc. CENTRAL INDEX KEY: 0001437107 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 352333914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: (240) 662-2000 MAIL ADDRESS: STREET 1: 1 DISCOVERY PLACE CITY: SILVER SPRING STATE: MD ZIP: 20910 FORMER COMPANY: FORMER CONFORMED NAME: Discovery Communications, Inc. DATE OF NAME CHANGE: 20080606 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-09-13 0 0001437107 Discovery, Inc. DISCA 0000937797 MALONE JOHN C ONE DISCOVERY PLACE SILVER SPRING MD 20910 1 0 1 0 Series C Common Stock 2018-09-13 4 J 1 188100 D 7879498 D Series C Common Stock 2018-09-13 4 J 1 21614 D 7857884 D Series C Common Stock 2018-09-14 4 J 1 188452 D 7669432 D Series C Common Stock 2018-09-14 4 J 1 21655 D 7647777 D Series C Common Stock 557000 I By Trust Series C Common Stock 1316424 I By Spouse Forward sale contract (obligation to sell) 2018-09-13 4 J 1 1 0.00 D Series C Common Stock 440000 1 D Forward sale contract (obligation to sell) 2018-09-13 4 J 1 1 0.00 D Series C Common Stock 50560 1 D Forward sale contract (obligation to sell) 2018-09-14 4 J 1 1 0.00 D Series C Common Stock 220000 0 D Forward sale contract (obligation to sell) 2018-09-14 4 J 1 1 0.00 D Series C Common Stock 25280 0 D On September 13, 2018, the nineteenth component of the amended forward (as defined and described below) matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the nineteenth component was above the amended forward cap price; therefore, the Reporting Person delivered 188,100 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 31,900 shares of DISCK. On September 13, 2018, the nineteenth component of the 2017 forward (as defined and described below) matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the nineteenth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,614 shares of DISCK to the counterparty and retained 3,666 shares of DISCK. On September 14, 2018, the twentieth component of the amended forward matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the twentieth component was above the amended forward cap price; therefore, the Reporting Person delivered 188,452 shares of DISCK to the counterparty and retained 31,548 shares of DISCK. On September 14, 2018, the twentieth component of the 2017 forward matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the twentieth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,655 shares of DISCK to the counterparty and retained 3,625 shares of DISCK. The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. The reporting person disclaims beneficial ownership of the shares owned by his spouse. On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of DISCK, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of DISCK. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward") relating to a maximum of 4,400,000 shares of DISCK, divided into 20 components each relating to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The amended forward may be settled on a physical settlement or cash settlement basis. The amended forward is divided into 20 components, each with respect to 220,000 shares of DISCK. The components matured on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of DISCK, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis. The 2017 forward is divided into 20 components, each with respect to 25,280 shares of DISCK. The components matured on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. The reporting person elected to physically settle the amended forward and the 2017 forward. Therefore, the reporting person received an amount in cash from the counterparty determined pursuant to the terms of the amended forward or the 2017 forward, respectively, and the number of shares delivered by the reporting person on the settlement date for each component of such contract is as follows: (i) if the closing price of DISCK on the maturity date for that component (each, the "settlement price") was less than or equal to the forward floor price, the reporting person delivered the applicable Number of Shares; (ii) if the settlement price was greater than the forward floor price and less than or equal to the forward cap price, the reporting person delivered a number of shares that permitted him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price was greater than the forward cap price, the reporting person delivered a number of shares that permitted him to retain the appreciation in the shares up to but not above the forward cap price. The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. Stephanie D. Marks, by power of attorney 2018-09-17