0001437107-24-000082.txt : 20240308
0001437107-24-000082.hdr.sgml : 20240308
20240308172115
ACCESSION NUMBER: 0001437107-24-000082
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220408
FILED AS OF DATE: 20240308
DATE AS OF CHANGE: 20240308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Di Piazza Samuel A Jr.
CENTRAL INDEX KEY: 0001478420
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34177
FILM NUMBER: 24735637
MAIL ADDRESS:
STREET 1: 100 BROOKWOOD PLACE
CITY: BIRMINGHAM
STATE: AL
ZIP: 35209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Warner Bros. Discovery, Inc.
CENTRAL INDEX KEY: 0001437107
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 352333914
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 230 PARK AVENUE SOUTH
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 212-548-5555
MAIL ADDRESS:
STREET 1: 230 PARK AVENUE SOUTH
CITY: NEW YORK
STATE: NY
ZIP: 10003
FORMER COMPANY:
FORMER CONFORMED NAME: Discovery, Inc.
DATE OF NAME CHANGE: 20180306
FORMER COMPANY:
FORMER CONFORMED NAME: Discovery Communications, Inc.
DATE OF NAME CHANGE: 20080606
4/A
1
wk-form4a_1709936460.xml
FORM 4/A
X0508
4/A
2022-04-08
2022-04-12
0
0001437107
Warner Bros. Discovery, Inc.
WBD
0001478420
Di Piazza Samuel A Jr.
230 PARK AVENUE SOUTH
NEW YORK
NY
10003
1
0
0
0
0
Series A Common Stock
2022-04-08
4
A
0
7597
0
A
7597
D
Series A Common Stock
2022-04-08
4
A
0
743
0
A
743
I
Spouse
Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").
In connection with the Combination, (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
The amount of WBD Series A common stock beneficially owned directly by the reporting person as reported in Column 5 in the Forms 4 filed on April 12, 2022 and thereafter was incorrect and overreported by 21,796 shares.
The amount of WBD Series A common stock beneficially owned indirectly by the reporting person as reported in Column 5 in the Forms 4 filed on April 12, 2022 and thereafter was incorrect and underreported by 743 shares.
On April 8, 2022, Discovery, Inc. ("Discovery") completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia
Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination,
Discovery, Inc. was renamed Warner Bros. Discovery, Inc. and all of the shares of capital stock of Discovery was reclassified and automatically converted into shares of WBD Series A common stock. Prior to
the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the
Issuer's Series A common stock is WBD.
Tara L. Smith, Attorney-in-Fact
2024-03-08