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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [ DISCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/17/2012(1) | M | 298,981 | A | $22.91 | 298,981 | D | |||
Series A Common Stock | 01/17/2012(1) | M | 372,294 | A | $14.34 | 671,275 | D | |||
Series A Common Stock | 01/17/2012(1) | M | 465,368 | A | $31.69 | 1,136,643 | D | |||
Series A Common Stock | 01/17/2012(1) | M | 581,710 | A | $41.17 | 1,718,353 | D | |||
Series A Common Stock | 01/17/2012(1) | D | 298,981 | D | $45.43 | 1,419,372 | D | |||
Series A Common Stock | 01/17/2012(1) | D | 1,419,372 | D | $41.3 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
DAP Unit (Stock Appreciation Right) | $22.91 | 01/17/2012 | M | 298,981 | 01/02/2009(2) | 01/02/2012 | Series A Common Stock | 298,981 | $0 | 0 | D | ||||
DAP Unit (Stock Appreciation Right) | $14.34 | 01/17/2012 | M | 372,294 | 01/02/2010(3) | 01/02/2013 | Series A Common Stock | 372,294 | $0 | 372,295 | D | ||||
DAP Unit (Stock Appreciation Right) | $31.69 | 01/17/2012 | M | 465,368 | 01/02/2011(4) | 01/02/2014 | Series A Common Stock | 465,368 | $0 | 930,737 | D | ||||
DAP Unit (Stock Appreciation Right) | $41.17 | 01/17/2012 | M | 581,710 | 01/02/2012(5) | 01/02/2015 | Series A Common Stock | 581,710 | $0 | 1,745,131 | D | ||||
Cash-Settled Stock Appreciation Right | $41.3 | 01/17/2012 | A | 1,718,353 | 01/02/2013(6) | 01/02/2016 | Series A Common Stock | 1,718,353 | $0 | 1,718,353 | D |
Explanation of Responses: |
1. The DAP Units in respect of these shares of stock vested and became payable on January 2, 2012. Under the terms of the DAP, 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 DAP Units vest in four equal annual installments beginning on January 2, 2009. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person. |
3. The DAP Units vest in four equal annual installments beginning on January 2, 2010. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person. |
4. The DAP Units vest in four equal annual installments beginning on January 2, 2011. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person. |
5. The DAP Units vest in four equal annual installments beginning on January 2, 2012. On each vesting date, the vested DAP Units are automatically settled in cash without any action required by the Reporting Person. |
6. The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the vested Cash-Settled Stock Appreciation Rights are automatically settled in cash without any action required by the Reporting Person. |
Remarks: |
The trading symbols of the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. |
/s/ Bruce L. Campbell, by power of attorney | 01/19/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |