Edgar Filing: Discovery Communications, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Zaslav David

2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [DISCA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer & Pres

(Last)

(First)

(Middle)

ONE DISCOVERY PLACE

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2015

(Street)

SILVER SPRING, MD 20910

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	01/16/2015⁽¹⁾		M		581,711	A	$ 20.899	1,153,949	D
Series A Common Stock	01/16/2015⁽¹⁾		M		429,588	A	$ 20.965	1,583,537	D
Series A Common Stock	01/16/2015⁽¹⁾		M		462,240	A	$ 33.0719	2,045,777	D
Series A Common Stock	01/16/2015⁽¹⁾		D		1,473,539	D	$ 33.17	572,238	D
Series C Common Stock	01/16/2015⁽¹⁾		M		581,711	A	$ 20.271	1,149,716	D
Series C Common Stock	01/16/2015⁽¹⁾		M		429,588	A	$ 20.335	1,579,304	D
Series C Common Stock	01/16/2015⁽¹⁾		M		462,240	A	$ 32.0781	2,041,544	D
Series C Common Stock	01/16/2015⁽¹⁾		D		1,473,539	D	$ 32.28	568,005	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

DAP Unit (Stock Appreciation Right)

$ 20.899

01/16/2015

581,711

01/02/2012⁽²⁾

01/02/2015

Series A Common Stock

581,711

$ 0

Cash-Settled Stock Appreciation Right

$ 20.965

01/16/2015

429,588

01/02/2013⁽³⁾

01/02/2016

Series A Common Stock

429,588

$ 0

429,589

Cash-Settled Stock Appreciation Right

$ 33.0719

01/16/2015

462,240

01/02/2014⁽⁴⁾

01/02/2017

Series A Common Stock

462,240

$ 0

924,481

Cash- and Stock-Settled Stock Appreciation Right

$ 43.9199

01/16/2015

925,665 ⁽⁵⁾

01/02/2015⁽⁶⁾

01/02/2018

Series A Common Stock

925,665

$ 0

2,776,995

Cash- and Stock-Settled Stock Appreciation Right

$ 33.17

01/16/2015

925,665

01/02/2016⁽⁷⁾

01/02/2019

Series A Common Stock

925,665

$ 0

925,665

DAP Unit (Stock Appreciation Right)

$ 20.271

01/16/2015

581,711

01/02/2012⁽²⁾

01/02/2015

Series C Common Stock

581,711

$ 0

Cash-Settled Stock Appreciation Right

$ 20.335

01/16/2015

429,588

01/02/2013⁽³⁾

01/02/2016

Series C Common Stock

429,588

$ 0

429,589

Cash-Settled Stock Appreciation Right

$ 32.0781

01/16/2015

462,240

01/02/2014⁽⁴⁾

01/02/2017

Series C Common Stock

462,240

$ 0

924,481

Cash- and Stock-Settled Stock Appreciation Right

$ 42.6001

01/16/2015

925,665 ⁽⁸⁾

01/02/2015⁽⁹⁾

01/02/2018

Series C Common Stock

925,665

$ 0

2,776,995

Cash- and Stock-Settled Stock Appreciation Right

$ 32.28

01/16/2015

925,665

01/02/2016⁽¹⁰⁾

01/02/2019

Series C Common Stock

925,665

$ 0

925,665

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zaslav David ONE DISCOVERY PLACE SILVER SPRING, MD 20910	X		Chief Executive Officer & Pres

Signatures

/s/ Stephanie D. Marks, by power of attorney		01/21/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The DAP Units and Cash-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable on January 2, 2015. Under the terms of the DAP and Cash-Settled Stock Appreciation Rights, 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 vested 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.
(3)	The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2013. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.
(4)	The Cash-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2014. On each vesting date, the Cash-Settled Stock Appreciation Rights are automatically settled in cash without action required by the Reporting Person.
(5)	No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $43.9199 per Unit exceeded the ending unit value of $33.17 per Unit.
(6)	The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.
(7)	The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series A Common Stock without any action required by the Reporting Person.
(8)	No amounts were payable and no shares were issued in respect of these Cash- and Stock-Settled Stock Appreciation Rights because the beginning unit value of $42.6001 per Unit exceeded the ending unit value of $32.28 per Unit.
(9)	The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2015. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock without any action required by the Reporting Person.
(10)	The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2016. On each vesting date, the vested Cash- and Stock-Settled Stock Appreciation Rights are automatically settled, 75% in cash and 25% in Series C Common Stock 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.

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