SEC FORM 4

SEC Form 4

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^*

Hollinger Mark G

(Last)

(First)

(Middle)

ONE DISCOVERY PLACE

(Street)

SILVER SPRING

20910

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2008

4. If Amendment, Date of 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

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)

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
DAP Unit (stock appreciation right) ^{( 1 )}	$25.95	10/01/2008		A		239,073		10/01/2008 ^{( 2 )}	10/01/2011	Series A Common Stock	239,073	^{( 1 )}	239,073	D
DAP Unit (stock appreciation right) ^{( 3 )}	$14.41	10/01/2008		A		298,056		12/05/2007 ^{( 4 )}	12/05/2010	Series A Common Stock	298,056	^{( 3 )}	298,056	D
DAP Unit (stock appreciation right) ^{( 5 )}	$13.23	10/01/2008		A		709,012		10/01/2006 ^{( 6 )}	10/01/2009	Series A Common Stock	709,012	^{( 5 )}	709,012	D
DAP Unit (stock appreciation right) ^{( 7 )}	$10.48	10/01/2008		A		7,057		^{( 8 )}	10/01/2008	Series A Common Stock	7,057	^{( 7 )}	7,057	D
Stock Appreciation Right ^{( 9 )}	$14.53	10/01/2008		A		269,749		03/15/2009	03/15/2010	Series A Common Stock	269,749	$0	269,749	D
Stock Appreciation Right ^{( 9 )}	$14.53	10/01/2008		A		269,750		03/15/2010	03/15/2010 ^{( 10 )}	Series A Common Stock	269,750	$0	269,750	D

Explanation of Responses:

1. Received in exchange for 199,999 DAP Units over shares of Discovery Holding Company ("DHC") Series A common stock at an original beginning unit value of $31.01, in connection with the merger of DHC with a wholly-owned subsidiary of the company (the "Merger"). Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed.

2. DAP Units vest in four equal annual installments beginning October 1, 2008. On each vesting date, the vested DAP Units are automatically cashed out.

3. Received in exchange for 250,000 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $17.22, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed.

4. DAP Units vest in four equal annual installments beginning December 5, 2007. On each vesting date, the vested DAP Units are automatically cashed out.

5. Received in exchange for 594,094 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $15.81, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed.

6. DAP Units vest in four equal annual installments beginning October 1, 2006. On each vesting date, the vested DAP Units are automatically cashed out.

7. Received in exchange for 5,907 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $12.52, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed.

8. All outstanding DAP Units vest and become payable on October 1, 2008.

9. The Stock Appreciation Right may only be settled in cash.

10. The Stock Appreciation Right will be automatically exercised for the recipient on March 15, 2010.

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	10/03/2008
	** Signature of Reporting Person	Date
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