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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 33.17 | 01/16/2019 | M | 231,417 (6) | 01/02/2016(7) | 01/31/2019 | Series A Common Stock | 231,417 | $ 0 | 0 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 26.38 | 01/16/2019 | M | 289,270 (8) | 01/02/2017(9) | 01/31/2020 | Series A Common Stock | 289,270 | $ 0 | 289,271 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 27.69 | 01/16/2019 | M | 361,588 (10) | 01/02/2018(11) | 01/31/2021 | Series A Common Stock | 361,588 | $ 0 | 723,176 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 22.95 | 01/16/2019 | M | 451,984 | 01/02/2019(12) | 01/31/2022 | Series A Common Stock | 451,984 | $ 0 | 1,355,954 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 32.28 | 01/16/2019 | M | 231,417 (13) | 01/02/2016(14) | 01/31/2019 | Series C Common Stock | 231,417 | $ 0 | 0 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 25.17 | 01/16/2019 | M | 289,270 (15) | 01/02/2017(16) | 01/31/2020 | Series C Common Stock | 289,270 | $ 0 | 289,271 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 27.03 | 01/16/2019 | M | 361,588 (17) | 01/02/2018(18) | 01/31/2021 | Series C Common Stock | 361,588 | $ 0 | 723,176 | D | ||||
| Cash- and Stock-Settled Stock Appreciation Right | $ 21.71 | 01/16/2019 | M | 451,984 | 01/02/2019(19) | 01/31/2022 | Series C Common Stock | 451,984 | $ 0 | 1,355,954 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zaslav David ONE DISCOVERY PLACE SILVER SPRING, MD 20910 |
X | Chief Executive Officer & Pres | ||
| Stephanie D. Marks, by power of attorney | 01/18/2019 | |
| **Signature of Reporting Person | Date |
| * | 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 Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series A Common Stock on January 2, 2019. Under the terms of the Cash-and Stock-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) | These shares represent the shares deemed disposed of to the Issuer upon the exercise of the cash-settled portion of the Cash- and Stock-Settled Appreciation Right. |
| (3) | These shares represent the shares deemed disposed of to the Issuer to cover the exercise price of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. |
| (4) | These shares represent the shares disposed of to the Issuer to cover the applicable tax withholding related to the exercise of the stock-settled portion of the Cash- and Stock-Settled Stock Appreciation Right. |
| (5) | The Cash- and Stock-Settled Stock Appreciation Rights in respect of these shares of stock vested and became payable, 75% in cash and 25% in Series C Common Stock on January 2, 2019. Under the terms of the Cash-and Stock-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. |
| (6) | 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 $33.17 per Unit exceeded the ending unit value of $26.14 per Unit. |
| (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 $26.38 per Unit exceeded the ending unit value of $26.14 per Unit. |
| (9) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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. |
| (10) | 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 $27.69 per Unit exceeded the ending unit value of $26.14 per Unit. |
| (11) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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. |
| (12) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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. |
| (13) | 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 $32.28 per Unit exceeded the ending unit value of $24.31 per Unit. |
| (14) | 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. |
| (15) | 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 $25.17 per Unit exceeded the ending unit value of $24.31 per Unit. |
| (16) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2017. 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. |
| (17) | 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 $27.03 per Unit exceeded the ending unit value of $24.31 per Unit. |
| (18) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2018. 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. |
| (19) | The Cash- and Stock-Settled Stock Appreciation Rights vest in four equal annual installments beginning on January 2, 2019. 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 for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. | |