Filing Details
- Accession Number:
- 0001209191-19-056842
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-11-18 07:30:12
- Reporting Period:
- 2019-11-14
- Accepted Time:
- 2019-11-18 07:30:12
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1437107 | Discovery Inc. | DISCA | () | CO |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
937797 | C John Malone | 8403 Colesville Road Silver Spring MD 20910 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Series C Common Stock | Acquisiton | 2019-11-14 | 2,670,000 | $28.03 | 10,317,937 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Series C Common Stock | Call option (obligation to sell) | Disposition | 2019-11-14 | 3,650,000 | $0.00 | 3,650,000 | $35.79 |
Series C Common Stock | Put option (right to sell) | Acquisiton | 2019-11-14 | 3,650,000 | $0.00 | 3,650,000 | $25.23 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
3,650,000 | Yes | 4 | S | Direct | ||
3,650,000 | Yes | 4 | P | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Series C Common Stock | 557,000 | Indirect | By Trust |
Series C Common Stock | 1,316,424 | Indirect | By Spouse |
Footnotes
- 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.