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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 | ||||||||
| Call option (obligation to sell) | $ 52.677 | 11/12/2015 | S/K | 2,500,000 | (1)(2)(3)(4) | (1)(2)(3)(4) | Common Shares | 2,500,000 | (1) (2) (3) (4) | 2,500,000 | I (5) | By subsidiary | |||
| Put option (right to sell) | $ 33.167 | 11/12/2015 | P/K | 2,500,000 | (1)(2)(3)(4) | (1)(2)(3)(4) | Common Shares | 2,500,000 | (1) (2) (3) (4) | 2,500,000 | I (5) | By subsidiary | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Discovery Communications, Inc. ONE DISCOVERY PLACE SILVER SPRING, MD 20910 |
X | See Remarks | ||
| Discovery Lightning Investments LTD 566 CHISWICK HIGH ROAD, DISCOVERY HOUSE CHISWICK PARK BUILDING 2 LONDON, X0 W4 5YB |
X | See Remarks | ||
| Discovery Communications, Inc.; By: /s/ David M. Zaslav, President and Chief Executive Officer | 11/16/2015 | |
| **Signature of Reporting Person | Date | |
| Discovery Lightning Investments Limited; By: /s/ Roanne Weekes, Director | 11/16/2015 | |
| **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) | On November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery Communications Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares of the Issuer ("Common Shares)". |
| (2) | The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. Each Component relates to 33,334 Common Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 33,317 Common Shares in the case of Tranche 1 and Tranche 2 and 33,318 Common Shares in the case of Tranche 3). |
| (3) | On the relevant expiration date for each Component: the call option will automatically be exercised if the Reference Price (as defined below) is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the Reference price is less than $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the Reference Price is equal to or greater than the Put Strike Price but less than or equal to the Call Strike Price. |
| (4) | The "Reference Price" means the volume weighted average trading price of the Common Shares on the expiration date for the relevant Component. At Discovery's election, any of the options may be settled in cash. In exchange for the Bank's entering into the Transaction, Discovery paid the Bank a premium of $3,599,595 and pledged 2,500,000 Common Shares of the Issuer (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. In most circumstances, Discovery retained voting rights in the Pledged Shares during the term of the pledge, but Discovery is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. |
| (5) | The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery Communications, Inc. |
| Remarks: As a result of certain agreements among the Reporting Persons, the Issuer and certain other shareholders of the Issuer, the Reporting Persons may be deemed members of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the" Act"), with such other shareholders, that beneficially owns more than 10% of the Common Shares of the Issuer. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the Reporting Persons is a member of a group or subject to the reporting requirements of Section 16 of the Act. | |