Edgar Filing: NEWHOUSE BROADCASTING CORP

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEWHOUSE BROADCASTING CORP

2. Issuer Name and Ticker or Trading Symbol
Discovery Communications, Inc. [DISCA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5000 CAMPUSWOOD DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2012

(Street)

EAST SYRACUSE, NY 13057-4250

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 C common stock, par value $0.01 per share	12/27/2012		J		8,450,000 ⁽¹⁾	D	⁽¹⁾	44,374,821 ⁽¹⁾ ⁽²⁾	I	See note ⁽²⁾

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C preferred stock, par value $0.01 per share

⁽¹⁾

12/27/2012

8,450,000

⁽¹⁾

Series C common stock

8,450,000

⁽¹⁾

44,374,821 ⁽¹⁾ ⁽²⁾

See note ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEWHOUSE BROADCASTING CORP 5000 CAMPUSWOOD DRIVE EAST SYRACUSE, NY 13057-4250		X

Signatures

/s/ Michael A. Newhouse, on behalf of Newhouse Broadcasting Corporation		12/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 December 27, 2012, Newhouse Broadcasting Corporation ("NBCo") distributed its ownership interests in FTI Ventures LLC, which prior to the transaction was a wholly owned subsidiary of NBCo and the holder of 8,450,000 shares of Series C preferred stock, to the shareholders of NBCo on a pro rata basis in return for a portion of their shares of NBCo. In connection with the distribution, the shares of Series C preferred stock automatically converted into an equal number of shares of Series C common stock pursuant to their terms.
(2)	In addition, prior to the transaction described above in note 1, Advance/Newhouse Programming Partnership ("ANPP"), a general partnership in which an indirect, wholly owned subsidiary of NBCo is a general partner, distributed 4,550,000 shares of Series C preferred stock to its other general partner, Advance Programming Holdings LLC, in an exempt transaction. NBCo continues to have indirect beneficial ownership of 44,374,821 Series C preferred shares, which are held by ANPP and are automatically convertible into an equal number of shares of Series C common stock upon disposition to other than specified persons.

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