Statement of Changes in Beneficial Ownership (4)
November 12 2019 - 6:56AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
ADVANCE LONG-TERM MANAGEMENT TRUST |
2. Issuer Name and Ticker or Trading Symbol
Discovery, Inc.
[
DISCK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ROBINSON MILLER LLC, ONE NEWARK CENTER, 19TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2019 |
(Street)
NEWARK, NJ 07102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series C Common Stock | 11/11/2019 | | C | | 9500002 | A | (1)(3) | 9500002 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | | 490581 | (3) | (3) | Series C Common Stock | 9500002 | (1)(3) | 782094 | I | See Footnote (2) |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADVANCE LONG-TERM MANAGEMENT TRUST C/O ROBINSON MILLER LLC ONE NEWARK CENTER, 19TH FLOOR NEWARK, NJ 07102 | X | X |
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NEWHOUSE BROADCASTING CORP 6350 COURT STREET EAST SYRACUSE, NY 13057-1211 |
| X |
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ADVANCE PUBLICATIONS, INC 950 FINGERBOARD ROAD STATEN ISLAND, NY 10305 |
| X |
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NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
| X |
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ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP 6350 COURT STREET E. SYRACUSE, NY 13057-1211 |
| X |
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Signatures
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Advance/Newhouse Programming Partnership By: /s/ Oren Klein, CFO | | 11/11/2019 |
**Signature of Reporting Person | Date |
Newhouse Family Holdings, LP By: Advance Long Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee | | 11/11/2019 |
**Signature of Reporting Person | Date |
Advance Publications, Inc., By: /s/ Oren Klein, CFO | | 11/11/2019 |
**Signature of Reporting Person | Date |
Newhouse Broadcasting Corporation, By: /s/ Oren Klein, CFO | | 11/11/2019 |
**Signature of Reporting Person | Date |
Advanced Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | | 11/11/2019 |
**Signature of Reporting Person | Date |
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