Advance/newhouse Programming Partnership Form 4 Change in insider ownership

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)

110 EDISON PLACE, SUITE 302,

C/O ROBINSON MILLER. LLC

(Street)

NEWARK

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)
06/16/2021

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)
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)
Call option (obligation to sell)	$31.3036⁽²⁾⁽³⁾	06/16/2021		E/K⁽²⁾⁽³⁾			416,667	06/16/2021	06/16/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	3,333,326	I	See Footnote⁽¹⁾
Put option (right to sell)	$24.183⁽²⁾⁽³⁾	06/16/2021		J/K⁽²⁾⁽³⁾			416,667	06/16/2021	06/16/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	3,333,326	I	See Footnote⁽¹⁾
Call option (obligation to sell)	$31.3036⁽²⁾⁽³⁾	06/17/2021		E/K⁽²⁾⁽³⁾			416,667	06/17/2021	06/17/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	2,916,659	I	See Footnote⁽¹⁾
Put option (right to sell)	$24.183⁽²⁾⁽³⁾	06/17/2021		J/K⁽²⁾⁽³⁾			416,667	06/17/2021	06/17/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	2,916,659	I	See Footnote⁽¹⁾
Call option (obligation to sell)	$31.3036⁽²⁾⁽³⁾	06/18/2021		E/K⁽²⁾⁽³⁾			416,667	06/18/2021	06/18/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	2,499,992	I	See Footnote⁽¹⁾
Put option (right to sell)	$24.183⁽²⁾⁽³⁾	06/18/2021		J/K⁽²⁾⁽³⁾			416,667	06/18/2021	06/18/2021	Series C Common Stock	416,667	$0⁽²⁾⁽³⁾	2,499,992	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

ADVANCE LONG-TERM MANAGEMENT TRUST

(Last)

(First)

(Middle)

110 EDISON PLACE, SUITE 302,

C/O ROBINSON MILLER. LLC

(Street)

NEWARK

07102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NEWHOUSE BROADCASTING CORP

(Last)

(First)

(Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ADVANCE PUBLICATIONS, INC

(Last)

(First)

(Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK

10007

(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

10007

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP

(Last)

(First)

(Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE

13057

(City)

(State)

(Zip)

Explanation of Responses:

1. Advance/Newhouse Programming Partnership ("A/NPP") is the record holder of the Common Shares and the call options and put options described above. The other reporting persons may be deemed to beneficially own Common Shares and the call options and put options held by A/NPP due to their control of A/NPP. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

2. As previously disclosed, on June 13, 2019, A/NPP entered into a Share Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which A/NPP wrote European call options and purchased European put options over an aggregate of 12,500,000 shares of Class C common stock (the "Common Shares"). The Transaction expires evenly over a series of expiration dates from May 17, 2021 to June 28, 2021, inclusive.

3. Pursuant to the Transaction, on the transaction date listed above, the portion of the Transaction representing both the Bank's call option and A/NPP's put option expiring on such date expired unexercised.

	Advance/Newhouse Programming Partnership, By: /s/ Oren Klein, Chief Financial Officer	06/21/2021
	Newhouse Family Holdings, L.P., By: Advance Long Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee	06/21/2021
	Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer	06/21/2021
	Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer	06/21/2021
	Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee	06/21/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Advance/newhouse Programming Partnership Form 4Change in insider ownership