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*
BENNETT ROBERT R

(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. [ DISCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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
Series A Common Stock 12/18/2008 A 2,000 A $0.00 9,681 D
Series A Common Stock 54,913 I By Hilltop Investments, Inc.
Series A Common Stock 1,355 I Through 401(k) Plan
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
Director Stock Option (right to purchase) $13.9 12/18/2008 A 4,900 05/11/2009 12/18/2015 Series A Common Stock 4,900 $0.00 4,900 D
Stock Option (right to purchase)(1) $14.68(2) 10/01/2008 A 931,154(2) (3) 02/28/2011 Series A Common Stock 931,154(2) (1) 931,154(2) D
Stock Option (right to purchase)(1) $14.49(4) 10/01/2008 A 931,154(4) (3) 02/28/2011 Series C Common Stock 931,154(4) (1) 931,154(4) D
Stock Option (right to purchase)(5) $10.88 12/18/2008 A 55,825 (3) 07/31/2013 Series A Common Stock 55,825 (5) 55,825 D
Stock Option (right to purchse)(5) $10.74 12/18/2008 A 55,825 (3) 07/31/2013 Series C Common Stock 55,825 (5) 55,825 D
Stock Option (right to purchase)(6) $9.91 12/18/2008 A 55,825 (3) 08/06/2014 Series A Common Stock 55,825 (6) 55,825 D
Stock Option (right to purchase)(6) $9.78 12/18/2008 A 55,825 (3) 08/06/2014 Series C Common Stock 55,825 (6) 55,825 D
Stock Option (right to purchase)(7) $19.17 12/18/2008 A 5,582 (3) 05/16/2017 Series A Common Stock 5,582 (7) 5,582 D
Stock Option (right to purchase)(7) $18.91 12/18/2008 A 5,582 (3) 05/16/2017 Series C Common Stock 5,582 (7) 5,582 D
Explanation of Responses:
1. Received in exchange for a stock option to acquire 1,667,985 shares of Discovery Holding Company ("DHC") Series A common stock at $17.54 per share, in connection with the merger of DHC with a wholly-owned subsidiary of the Company (the "Merger"). Under the terms of the Merger, the conversion of the stock option could not be calculated until the value of Ascent Media Corporation's Series B Common Stock could be calculated. There has not been sufficient trading in the Ascent Media stock to derive the value required by the formula, and the Company did not authorize the selection of an alternative valuation mechanism until December 18, 2008.
2. At the Reporting Person's election, this option may be exercised for the Company's Series B common stock. The option would be exercisable for 759,753 shares of Series B common stock with an exercise price of $23.46 per share.
3. This option is fully vested and exercisable.
4. This option is linked to the option to acquire 931,154 shares of the Company's Series A common stock at $14.68 per share. That option is also exercisable for shares of the Company's Series B common stock; if that option is exercised for Series B common stock, this option to acquire 931,154 shares of Series C common stock will become an option to acquire 759,753 shares of Series C common stock at $15.72 per share.
5. Received in exchange for a stock option to acquire 100,000 shares of DHC Series A common stock at $13.00 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed.
6. Received in exchange for a stock option to acquire 100,000 shares of DHC Series A common stock at $11.84 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed.
7. Received in exchange for a stock option to acquire 10,000 shares of DHC Series A common stock at $22.90 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed.
Remarks:
The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.
/s/ Joseph A. LaSala, Jr., by power of attorney 12/22/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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