| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [ DISAD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
09/17/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series A Common Stock | 09/17/2008 | A | 306,331 | A | ( 1 ) | 306,331 | D | |||
| Series B Common Stock | 09/17/2008 | A | 5,923,020 | A | ( 2 ) | 5,923,020 | D | |||
| Series C Common Stock | 09/17/2008 | A | 6,229,351 | A | ( 1 ) ( 2 ) | 6,229,351 | D | |||
| Series A Common Stock | 09/17/2008 | A | 268,337 | A | ( 3 ) | 268,337 | I | By Spouse | ||
| Series B Common Stock | 09/17/2008 | A | 170,471 | A | ( 4 ) | 170,471 | I | By Spouse | ||
| Series C Common Stock | 09/17/2008 | A | 438,808 | A | ( 3 ) ( 4 ) | 438,808 | I | By Spouse | ||
| Series A Common Stock | 09/17/2008 | A | 165 | A | ( 5 ) | 165 | I | By Trust ( 6 ) | ||
| Series C Common Stock | 09/17/2008 | A | 165 | A | ( 5 ) | 165 | I | By Trust ( 6 ) | ||
| Series A Common Stock | 09/17/2008 | A | 553,174 | A | ( 7 ) | 553,174 | I | By Trust ( 6 ) | ||
| Series C Common Stock | 09/17/2008 | A | 553,174 | A | ( 7 ) | 553,174 | I | By Trust ( 6 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Received in exchange of 612,662 shares of Discovery Holding Company ("DHC") Series A common stock in connection with the merger of DHC with a wholly-owned subsidiary of the company (the "Merger"). On the effective date of the Merger, the closing price of DHC's Series A common stock was $18.30 per share. |
| 2. Received in exchange for 11,846,040 shares of DHC Series B common stock in connection with the Merger. On the effective date of the Merger, the closing price of DHC's Series B common stock was $17.26 per share. |
| 3. Received in exchange for 536,675 shares of DHC Series A common stock in connection with the Merger. The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| 4. Received in exchange for 340,943 shares of DHC Series B common stock in connection with the Merger. The Reporting Person disclaims beneficial ownership of these shares owned by his spouse. |
| 5. Received in exchange for 330 shares of DHC Series A common stock in connection with the Merger. |
| 6. The Reporting Person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. |
| 7. Received in exchange for 1,106,348 shares of DHC Series A common stock in the merger. |
| Remarks: |
| The trading symbols for the Issuer's Series A, Series B and Series C Common Stock are, respectively, DISAD, DISBD, and DISCK. |
| /s/ Joseph A. LaSala, Jr., by power of attorney | 09/19/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||