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
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*
ADVANCE LONG-TERM MANAGEMENT TRUST

(Last) (First) (Middle)
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR

(Street)
NEWARK NJ 07102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc. [ DISCK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Series C Common Stock 11/11/2019 C 9,500,002 A (1)(3) 9,500,002 I See Footnote(2)
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
Series C-1 Convertible Participating Preferred Stock (3) 11/11/2019 C 490,581 (3) (3) Series C Common Stock 9,500,002 (1)(3) 782,094 I See Footnote(2)
1. Name and Address of Reporting Person*
ADVANCE LONG-TERM MANAGEMENT TRUST

(Last) (First) (Middle)
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR

(Street)
NEWARK NJ 07102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWHOUSE BROADCASTING CORP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
EAST SYRACUSE NY 13057-1211

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ADVANCE PUBLICATIONS, INC

(Last) (First) (Middle)
950 FINGERBOARD ROAD

(Street)
STATEN ISLAND NY 10305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWHOUSE FAMILY HOLDINGS, L.P.

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
E. SYRACUSE NY 13057-1211

(City) (State) (Zip)
Explanation of Responses:
1. On November 11, 2019, Advance/Newhouse Partnership ("A/NP") converted 490,581 shares of Discovery, Inc.'s Series C-1 Convertible Participating Preferred Stock ("Preferred Shares") into 9,500,002 shares of Discovery, Inc.'s Series C Common Stock ("Common Shares").
2. A/NP is the record holder of the Preferred Shares and the Common Shares described above. The other reporting persons may be deemed to beneficially own the Preferred Shares and the Common Shares due to their control of A/NP. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
3. Each Preferred Share is convertible pursuant to its terms into 19.3648 Common Shares at any time.
Advance/Newhouse Programming Partnership By: /s/ Oren Klein, CFO 11/11/2019
Newhouse Family Holdings, LP By: Advance Long Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee 11/11/2019
Advance Publications, Inc., By: /s/ Oren Klein, CFO 11/11/2019
Newhouse Broadcasting Corporation, By: /s/ Oren Klein, CFO 11/11/2019
Advanced Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee 11/11/2019
** 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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