Malone John C's Form 4 filing
Warner Bros. Discovery, Inc. (WBD) · filed May 17, 2023
- Accession no.
- 0001437107-23-000111
- Filed
- May 17, 2023
- Trade date
- May 15-16, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 5 derivative transactions. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Malone John CCIK 0000937797 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 16, 2023 | Series A Common Stock | SSaleDisposed | −3,650,000 | –F1,F2 | – | 3,650,000 | Direct | |
| May 16, 2023 | Series A Common Stock | PPurchaseAcquired | +3,650,000 | –F1,F2 | – | 3,650,000 | Direct | |
| May 16, 2023 | Series A Common Stock | ELess common codeDisposed | −3,650,000 | –F1,F3 | – | 0 | Direct | |
| May 16, 2023 | Series A Common Stock | JOtherDisposed | −3,650,000 | –F1,F3 | – | 0 | Direct | |
| May 15, 2023 | Series A Common Stock | ELess common codeDisposed | −2,000,000 | $0.00 | $0 | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On May 16, 2023, the reporting person agreed to amend a "zero-cost collar arrangement (the "Transaction") previously entered into on November 14, 2019, pursuant to which the exercise prices of the previous European put and call options were amended. Pursuant to the Transaction, the amended options are European call options and European put options over an aggregate of 3,650,000 shares of Series A common stock. 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.
Referenced by the price of 4 transactions in Table II.
- F2
The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series A common stock and the last of which is with respect to 350,000 shares of Series A common stock. The components mature on the sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027.
Referenced by the price of 2 transactions in Table II.
- F3
Reflects the deemed cancellation of the options entered into in connection with the "zero-cost collar" arrangement on May 16, 2023 referenced in footnote 1.
Referenced by the price of 2 transactions in Table II.