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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 | ||||||||
| Director Stock Option (right to purchase) | $ 13.9 | 12/18/2008 | A | 4,900 | 05/11/2009 | 12/18/2015 | Series A Common Stock | 4,900 | $ 0 | 4,900 | D | ||||
| Stock Option (right to purchase) (1) | $ 14.68 (2) | 10/01/2008 | A | 931,154 (2) | (3) | 02/28/2011 | Series A Common Stock | 931,154 (2) | (1) | 931,154 (2) | D | ||||
| Stock Option (right to purchase) (1) | $ 14.49 (4) | 10/01/2008 | A | 931,154 (4) | (3) | 02/28/2011 | Series C Common Stock | 931,154 (4) | (1) | 931,154 (4) | D | ||||
| Stock Option (right to purchase) (5) | $ 10.88 | 12/18/2008 | A | 55,825 | (3) | 07/31/2013 | Series A Common Stock | 55,825 | (5) | 55,825 | D | ||||
| Stock Option (right to purchse) (5) | $ 10.74 | 12/18/2008 | A | 55,825 | (3) | 07/31/2013 | Series C Common Stock | 55,825 | (5) | 55,825 | D | ||||
| Stock Option (right to purchase) (6) | $ 9.91 | 12/18/2008 | A | 55,825 | (3) | 08/06/2014 | Series A Common Stock | 55,825 | (6) | 55,825 | D | ||||
| Stock Option (right to purchase) (6) | $ 9.78 | 12/18/2008 | A | 55,825 | (3) | 08/06/2014 | Series C Common Stock | 55,825 | (6) | 55,825 | D | ||||
| Stock Option (right to purchase) (7) | $ 19.17 | 12/18/2008 | A | 5,582 | (3) | 05/16/2017 | Series A Common Stock | 5,582 | (7) | 5,582 | D | ||||
| Stock Option (right to purchase) (7) | $ 18.91 | 12/18/2008 | A | 5,582 | (3) | 05/16/2017 | Series C Common Stock | 5,582 | (7) | 5,582 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENNETT ROBERT R ONE DISCOVERY PLACE SILVER SPRING, MD 20910 |
X | |||
| /s/ Joseph A. LaSala, Jr., by power of attorney | 12/22/2008 | |
| **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 a stock option to acquire 1,667,985 shares of Discovery Holding Company ("DHC") Series A common stock at $17.54 per share, in connection with the merger of DHC with a wholly-owned subsidiary of the Company (the "Merger"). Under the terms of the Merger, the conversion of the stock option could not be calculated until the value of Ascent Media Corporation's Series B Common Stock could be calculated. There has not been sufficient trading in the Ascent Media stock to derive the value required by the formula, and the Company did not authorize the selection of an alternative valuation mechanism until December 18, 2008. |
| (2) | At the Reporting Person's election, this option may be exercised for the Company's Series B common stock. The option would be exercisable for 759,753 shares of Series B common stock with an exercise price of $23.46 per share. |
| (3) | This option is fully vested and exercisable. |
| (4) | This option is linked to the option to acquire 931,154 shares of the Company's Series A common stock at $14.68 per share. That option is also exercisable for shares of the Company's Series B common stock; if that option is exercised for Series B common stock, this option to acquire 931,154 shares of Series C common stock will become an option to acquire 759,753 shares of Series C common stock at $15.72 per share. |
| (5) | Received in exchange for a stock option to acquire 100,000 shares of DHC Series A common stock at $13.00 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed. |
| (6) | Received in exchange for a stock option to acquire 100,000 shares of DHC Series A common stock at $11.84 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed. |
| (7) | Received in exchange for a stock option to acquire 10,000 shares of DHC Series A common stock at $22.90 per share, in connection with the Merger. Under the terms of the Merger, the conversion of outstanding Director Stock Options could not be calculated until 10 trading days of the Company's Series A common stock had passed. |
| Remarks: The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. | |