0001209191-19-056842.txt : 20191118
0001209191-19-056842.hdr.sgml : 20191118
20191118073012
ACCESSION NUMBER: 0001209191-19-056842
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191114
FILED AS OF DATE: 20191118
DATE AS OF CHANGE: 20191118
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: 191226155
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
2019-11-14
0
0001437107
Discovery, Inc.
DISCA
0000937797
MALONE JOHN C
8403 COLESVILLE ROAD
SILVER SPRING
MD
20910
1
0
1
0
Series C Common Stock
2019-11-14
4
P
0
2670000
28.03
A
10317937
D
Series C Common Stock
557000
I
By Trust
Series C Common Stock
1316424
I
By Spouse
Call option (obligation to sell)
35.7943
2019-11-14
4
S
1
3650000
D
Series C common stock
3650000
3650000
D
Put option (right to sell)
25.227
2019-11-14
4
P
1
3650000
A
Series C common stock
3650000
3650000
D
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 November 14, 2019, the reporting person entered into a "zero-cost collar" arrangement (the "Transaction") pursuant to which he wrote European call options and purchased European put options over an aggregate of 3,650,000 Class C common shares. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement.
The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series C common stock and the last of which is with respect to 350,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027.
The Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.
The trading symbols for the Issuer's Series A, Series B and Series C common stock are DISCA, DISCB and DISCK, respectively.
/s/ Stephanie D. Marks, by power of attorney
2019-11-18