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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 | ||||||||
DAP Unit (stock appreciation right) (1) | $ 25.95 | 10/01/2008 | A | 239,073 | 10/01/2008(2) | 10/01/2011 | Series A Common Stock | 239,073 | (1) | 239,073 | D | ||||
DAP Unit (stock appreciation right) (3) | $ 14.41 | 10/01/2008 | A | 298,056 | 12/05/2007(4) | 12/05/2010 | Series A Common Stock | 298,056 | (3) | 298,056 | D | ||||
DAP Unit (stock appreciation right) (5) | $ 13.23 | 10/01/2008 | A | 709,012 | 10/01/2006(6) | 10/01/2009 | Series A Common Stock | 709,012 | (5) | 709,012 | D | ||||
DAP Unit (stock appreciation right) (7) | $ 10.48 | 10/01/2008 | A | 7,057 | (8) | 10/01/2008 | Series A Common Stock | 7,057 | (7) | 7,057 | D | ||||
Stock Appreciation Right (9) | $ 14.53 | 10/01/2008 | A | 269,749 | 03/15/2009 | 03/15/2010 | Series A Common Stock | 269,749 | $ 0 | 269,749 | D | ||||
Stock Appreciation Right (9) | $ 14.53 | 10/01/2008 | A | 269,750 | 03/15/2010 | 03/15/2010(10) | Series A Common Stock | 269,750 | $ 0 | 269,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hollinger Mark G ONE DISCOVERY PLACE SILVER SPRING, MD 20910 |
Chief Operating Officer |
/s/ Joseph A. LaSala, Jr., by power of attorney | 10/03/2008 | |
**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) | Received in exchange for 199,999 DAP Units over shares of Discovery Holding Company ("DHC") Series A common stock at an original beginning unit value of $31.01, in connection with the merger of DHC with a wholly-owned subsidiary of the company (the "Merger"). Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed. |
(2) | DAP Units vest in four equal annual installments beginning October 1, 2008. On each vesting date, the vested DAP Units are automatically cashed out. |
(3) | Received in exchange for 250,000 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $17.22, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed. |
(4) | DAP Units vest in four equal annual installments beginning December 5, 2007. On each vesting date, the vested DAP Units are automatically cashed out. |
(5) | Received in exchange for 594,094 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $15.81, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed. |
(6) | DAP Units vest in four equal annual installments beginning October 1, 2006. On each vesting date, the vested DAP Units are automatically cashed out. |
(7) | Received in exchange for 5,907 DAP Units over shares of DHC Series A common stock at an original beginning unit value of $12.52, in connection with the Merger. Under the terms of the DAP Plan, the conversion of outstanding DAP units could not be calculated until 10 trading days of the company's Series A common stock had passed. |
(8) | All outstanding DAP Units vest and become payable on October 1, 2008. |
(9) | The Stock Appreciation Right may only be settled in cash. |
(10) | The Stock Appreciation Right will be automatically exercised for the recipient on March 15, 2010. |
Remarks: The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISAD, DISBD and DISCK. |