CUSIP No: 934423104
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Warner Bros. Discovery,
Inc. (f/k/a Discovery, Inc.)
(Name of Issuer)
Series A Common Stock, $0.01 par value
per share
(Title of Class of Securities)
934423104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| x |
Rule 13d-1(b) |
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| ¨ |
Rule 13d-1(c) |
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| ¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No: 934423104
| (1) |
Names of Reporting Persons
Darby Financial Products |
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| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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| (3) |
SEC Use Only |
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| (4) |
Citizenship or Place of Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
180,714 (1) |
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| (6) |
Shared
Voting Power
18,063,827 (1) |
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| (7) |
Sole Dispositive Power
180,714 (1) |
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| (8) |
Shared Dispositive Power
18,063,827 (1) |
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| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,063,827 (1) |
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| (10) |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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| (11) |
Percent of Class Represented by Amount in Row (9)
0.7% |
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| (12) |
Type of Reporting Person (See Instructions)
PN |
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 934423104
| (1) |
Names of Reporting Persons
G1 Execution Services, LLC |
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| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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| (3) |
SEC Use Only |
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| (4) |
Citizenship or Place of Organization
Illinois |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
48,388 (1) |
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| (6) |
Shared Voting Power
18,063,827 (1) |
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| (7) |
Sole Dispositive Power
48,388 (1) |
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| (8) |
Shared Dispositive Power
18,063,827 (1) |
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| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,063,827 (1) |
|
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| (10) |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
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| (11) |
Percent of Class Represented by Amount in Row (9)
0.7% |
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| (12) |
Type of Reporting Person (See Instructions)
BD, OO |
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|
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 934423104
| (1) |
Names of Reporting Persons
Susquehanna Investment Group |
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| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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| (3) |
SEC Use Only |
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| (4) |
Citizenship or Place of Organization
Pennsylvania |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
236,358 (1) |
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| (6) |
Shared Voting Power
18,063,827 (1) |
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| (7) |
Sole Dispositive Power
236,358 (1) |
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| (8) |
Shared Dispositive Power
18,063,827 (1) |
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| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,063,827 (1) |
|
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| (10) |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
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| (11) |
Percent of Class Represented by Amount in Row (9)
0.7% |
|
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| (12) |
Type of Reporting Person (See Instructions)
BD, PN |
|
| |
|
|
|
|
|
(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 934423104
| (1) |
Names of Reporting Persons
Susquehanna Securities, LLC |
|
| |
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
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(a) |
¨ |
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(b) |
¨ |
|
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| (3) |
SEC Use Only |
|
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| (4) |
Citizenship or Place of Organization
Delaware |
|
| |
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
17,598,367 (1) |
| |
| (6) |
Shared Voting Power
18,063,827 (1) |
| |
| (7) |
Sole Dispositive Power
17,598,367 (1) |
| |
| (8) |
Shared Dispositive Power
18,063,827 (1) |
| |
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,063,827 (1) |
|
| |
| (10) |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
| |
| (11) |
Percent of Class Represented by Amount in Row (9)
0.7% |
|
| |
| (12) |
Type of Reporting Person (See Instructions)
BD, OO |
|
| |
|
|
|
|
|
(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 934423104
| Item
1. |
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(a) |
Name of Issuer
Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.) (the “Company”) |
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(b) |
Address of Issuer’s Principal Executive Offices
230 Park Avenue South, New York, NY 10003 |
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| Item 2(a). |
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Name of Person Filing
This statement is filed by the entities listed below, who are collectively
referred to herein as “Reporting Persons” with respect to the shares of Series A Common Stock, $0.01 par value per share,
of the Company (the “Shares”).
(i) Darby Financial Products
(ii) G1
Execution Services, LLC
(iii) Susquehanna
Investment Group
(iv) Susquehanna
Securities, LLC |
| Item 2(b). |
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Address of Principal Business Office or, if none, Residence
The address of the principal business office of G1 Execution Services,
LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of Darby Financial
Products, Susquehanna Investment Group and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
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| Item 2(c). |
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Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
| Item 2(d). |
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Title of Class of Securities
Series A Common Stock, $0.01 par value per share |
| Item 2(e) |
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CUSIP Number
934423104 |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
x |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
CUSIP No: 934423104
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. |
Ownership |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
The information required by Items 4(a) - (c) is
set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person.
The number of Shares reported as beneficially owned by Darby
Financial Products includes options to buy 61,200 Shares. The number of Shares reported as beneficially owned by Susquehanna Investment
Group includes options to buy 166,580 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes
options to buy 8,171,168 Shares.
The Company’s Quarterly Report on Form 10-Q, filed
on November 4, 2022, indicates that there were 2,428,396,015 Shares outstanding as of October 21, 2022.
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| Item 5. |
Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x |
| |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. |
CUSIP No: 934423104
| Item 8. |
Identification and Classification of Members of the Group |
| Not applicable. |
| Item 9. |
Notice of Dissolution of Group |
| Not applicable. |
| Item 10. |
Certification |
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No: 934423104
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete,
and correct.
Dated: February 10, 2023
| DARBY FINANCIAL PRODUCTS |
|
G1 EXECUTION SERVICES, LLC |
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| By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
| Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
| Title: |
Authorized Signatory |
|
Title: |
Secretary |
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| SUSQUEHANNA INVESTMENT GROUP |
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SUSQUEHANNA SECURITIES, LLC |
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|
|
| By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
| Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
| Title: |
General Counsel |
|
Title: |
Secretary |
CUSIP No: 934423104
EXHIBIT INDEX
| EXHIBIT |
|
DESCRIPTION |
| I |
|
Joint Filing Agreement |
CUSIP No: 934423104
Exhibit i
JOINT FILING AGREEMENT
This will confirm the
agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof
with respect to the beneficial ownership by the undersigned of the Series A Common Stock of Warner Bros. Discovery, Inc. (f/k/a Discovery,
Inc.), $0.01 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 10, 2023
| DARBY FINANCIAL PRODUCTS |
|
G1 EXECUTION SERVICES, LLC |
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|
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| By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
| Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
| Title: |
Authorized Signatory |
|
Title: |
Secretary |
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|
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| SUSQUEHANNA INVESTMENT GROUP |
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SUSQUEHANNA SECURITIES, LLC |
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|
|
| By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
| Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
| Title: |
General Counsel |
|
Title: |
Secretary |
