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*
HENDRICKS JOHN S

(Last) (First) (Middle)
ONE DISCOVERY PLACE

(Street)
SILVER SPRING MD 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Founder
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
DAP Unit (stock appreciation right) ( 1 ) $25.95 10/01/2008 A 1,988,283 10/01/2008 ( 2 ) 10/01/2011 Series A Common Stock 1,988,283 ( 1 ) 1,988,283 D
DAP Unit (stock appreciation right) ( 3 ) $13.23 10/01/2008 A 2,242,486 10/01/2006 ( 4 ) 10/01/2009 Series A Common Stock 2,242,486 ( 3 ) 2,242,486 D
DAP Unit (stock appreciation right) ( 5 ) $10.48 10/01/2008 A 3,716,229 ( 6 ) 10/01/2008 Series A Common Stock 3,716,229 ( 5 ) 3,716,229 D
Employee Stock Option (right to buy) $14.53 10/01/2008 A 5,708,289 10/01/2009 ( 7 ) 10/01/2018 Series A Common Stock 5,708,289 $0 5,708,289 D
Explanation of Responses:
1. Received in exchange for 1,663,324 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 1,879,019 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.
4. DAP Units vest in four equal annual installments beginning October 1, 2006. On each vesting date, the vested DAP Units are automatically cashed out.
5. Received in exchange for 3,110,957 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.
6. All outstanding DAP Units vest and become payable on October 1, 2008.
7. The Employee Stock Option vests in four equal annual installments, beginning October 1, 2009.
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
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).
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