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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (obligation to sell) | (7) | 08/27/2018 | J/K(7) | 1 (1) | (8) | (8) | Series C Common Stock | 3,080,000 | $ 0 | 1 | D | ||||
| Forward sale contract (obligation to sell) | (9) | 08/27/2018 | J/K(9) | 1 (2) | (10) | (10) | Series C Common Stock | 353,920 | $ 0 | 1 | D | ||||
| Forward sale contract (obligation to sell) | (7) | 08/28/2018 | J/K(7) | 1 (3) | (8) | (8) | Series C Common Stock | 2,860,000 | $ 0 | 1 | D | ||||
| Forward sale contract (obligation to sell) | (9) | 08/28/2018 | J/K(9) | 1 (4) | (10) | (10) | Series C Common Stock | 328,640 | $ 0 | 1 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C ONE DISCOVERY PLACE SILVER SPRING, MD 20910 |
X | X | ||
| Stephanie D. Marks, by power of attorney | 08/29/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On August 27, 2018, the seventh component of the amended forward (as defined and described below) matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the seventh component was above the amended forward cap price; therefore, the Reporting Person delivered 184,866 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 35,134 shares of DISCK. |
| (2) | On August 27, 2018, the seventh component of the 2017 forward (as defined and described below) matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the seventh component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,243 shares of DISCK to the counterparty and retained 4,037 shares of DISCK. |
| (3) | On August 28, 2018, the eighth component of the amended forward matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the eighth component was above the amended forward cap price; therefore, the Reporting Person delivered 184,228 shares of DISCK to the counterparty and retained 35,772 shares of DISCK. |
| (4) | On August 28, 2018, the eighth component of the 2017 forward matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the eighth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,169 shares of DISCK to the counterparty and retained 4,111 shares of DISCK. |
| (5) | The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust. |
| (6) | The reporting person disclaims beneficial ownership of the shares owned by his spouse. |
| (7) | On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of DISCK, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of DISCK. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward") relating to a maximum of 4,400,000 shares of DISCK, divided into 20 components each relating to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The amended forward may be settled on a physical settlement or cash settlement basis. |
| (8) | The amended forward is divided into 20 components, each with respect to 220,000 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. |
| (9) | On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of DISCK, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis. |
| (10) | The 2017 forward is divided into 20 components, each with respect to 25,280 shares of DISCK. The components mature on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018. |
| Remarks: The reporting person elected to physically settle the amended forward and the 2017 forward. Therefore, the reporting person will receive an amount in cash from the counterparty determined pursuant to the terms of the amended forward or the 2017 forward, respectively, and the number of shares to be delivered by the reporting person on the settlement date for each component of such contract is as follows: (i) if the closing price of DISCK on the maturity date for that component (each, the "settlement price") is less than or equal to the forward floor price, the reporting person will deliver the applicable Number of Shares; (ii) if the settlement price is greater than the forward floor price and less than or equal to the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price is greater than the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the forward cap price. The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. | |