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Form 4 Discover Financial Servi For: Dec 07 Filed by: HOCHSCHILD ROGER C

December 9, 2022 5:36 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
HOCHSCHILD ROGER C

(Last) (First) (Middle)
2500 LAKE COOK ROAD

(Street)
RIVERWOODS IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Discover Financial Services [ DFS ]
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
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2022
4. If Amendment, Date of 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
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
Common Stock 12/06/2022   G V 10,000 D $ 0 858,004 D  
Common Stock 12/07/2022   G V 10,000 D $ 0 848,004 D  
Common Stock               29,111 I By Hochschild Remainder Trust (3)
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 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: 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) $ 104.085 (1) 12/07/2022   J (1)     80,876 12/07/2022 12/01/2031 (2) Common Stock 80,876 (1) 80,876 D  
Non-Recourse Loan (call option - right to buy) $ 104.085 (1) 12/07/2022   J (1)   80,876   12/07/2022 12/01/2031 (2) Common Stock 80,876 (1) 80,876 I (1) By GST (1)
Explanation of Responses:
1. On December 7, 2022, 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 80,876 shares of Discover Financial Services ("Shares") to the GST. As collateral for the loan, the GST provided to the reporting person a promissory note for the value of the Shares transferred, using the average high/low price on the transfer date of $104.085.
2. The Non-Recourse Loan has a term of 9 years, subject to extension by the reporting person.
3. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is trustee of the trust.
/s/ Efie Vainikos as Attorney-In-Fact for Roger C. Hochschild 12/09/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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