Statement of Changes in Beneficial Ownership (4)
10 Agosto 2021 - 10:40PM
Edgar (US Regulatory)
FORM 4
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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
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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HOCHSCHILD ROGER C |
2. Issuer Name and Ticker or Trading Symbol
Discover Financial Services
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DFS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President |
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(Last)
(First)
(Middle)
2500 LAKE COOK ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/6/2021 |
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(Street)
RIVERWOODS, IL 60015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non-Recourse Loan (call option - obligation to sell) | $36.39 (1) | 8/6/2021 | | E (1) |
V
| | 74410 | 5/13/2020 | 5/13/2029 (2) | Common Stock | 74410 | (1) | 0 | D | |
| Explanation of Responses: |
| (1) | On May 13, 2020, the reporting person entered into a non-recourse loan agreement ("Non-Recourse Loan") with a generation-skipping trust ("GST") for which his spouse serves as trustee, pursuant to which the reporting person transferred 74,410 shares of Discover Financial Services ("Shares") to the GST. In return, the GST provided to the reporting person a promissory note for the value of the Shares transferred, using the fair market value of the Shares as of close of trading on the transfer date. On August 6, 2021, the Shares underlying the Non-Recourse Loan were returned to the reporting person. The cancellation of the long call option is exempt from Section 16 pursuant to Rule 16b-6(d) and 16a-4(d) under the Securities Exchange Act of 1934, as amended. |
| (2) | The Non-Recourse Loan has a term of 9 years, subject to extension by the reporting person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HOCHSCHILD ROGER C
2500 LAKE COOK ROAD
RIVERWOODS, IL 60015 | X |
| CEO and President |
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Signatures
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| /s/ D. Christopher Greene as Attorney-in-Fact for Roger C. Hochschild | | 8/10/2021 |
| **Signature of Reporting Person | Date |
Grafico Azioni Discover Financial Servi... (NYSE:DFS)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Discover Financial Servi... (NYSE:DFS)
Storico
Da Apr 2023 a Apr 2024
