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
  1. The Reporting Person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.
  2. The reporting person disclaims beneficial ownership of the shares owned by his spouse.
  3. 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.
  4. 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.
  5. The Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.