SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

WATSON DAVID N

(Last)

(First)

(Middle)

ONE COMCAST CENTER

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017

3. Issuer Name and Ticker or Trading Symbol
COMCAST CORP [ CMCSA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	641,241.866	D
Class A Common Stock	5,328	I	By Children
Class A Common Stock	140	I	By Spouse
Class A Common Stock	135,160	I	By Trusts

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase	⁽¹⁾	03/26/2019	Class A Common Stock	428,000	$7.27	D
Option to Purchase	⁽²⁾	03/25/2020	Class A Common Stock	470,000	$9.17	D
Option to Purchase	⁽³⁾	03/27/2018	Class A Common Stock	302,000	$9.49	D
Option to Purchase	⁽⁴⁾	03/24/2021	Class A Common Stock	330,000	$12.51	D
Option to Purchase	⁽⁵⁾	02/24/2021	Class A Common Stock	79,314	$12.63	D
Option to Purchase	⁽⁶⁾	03/22/2022	Class A Common Stock	310,000	$14.995	D
Option to Purchase	⁽⁷⁾	03/21/2023	Class A Common Stock	284,400	$20.61	D
Option to Purchase	⁽⁸⁾	03/20/2024	Class A Common Stock	225,600	$25	D
Option to Purchase	⁽⁹⁾	03/19/2025	Class A Common Stock	212,400	$29.725	D
Option to Purchase	⁽¹⁰⁾	03/17/2026	Class A Common Stock	218,600	$29.88	D
Option to Purchase	⁽¹¹⁾	03/16/2027	Class A Common Stock	179,500	$37.46	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	196,660	$0.0000⁽¹³⁾	D

Explanation of Responses:

1. The options were granted on March 27, 2009 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

2. The options were granted on March 26, 2010 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

3. The options were granted on March 28, 2008 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

4. The options were granted on March 25, 2011 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

5. The options are immediately exercisable.

6. The options were granted on March 23, 2012 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

7. The options were granted on March 22, 2013 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

8. The options were granted on March 21, 2014 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

9. The options were granted on March 20, 2015 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

10. The options were granted on March 18, 2016 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

11. The options were granted on March 17, 2017 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

12. The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 13th-month, 2nd, 3rd, 4th and 5th anniversaries of the date of grant. The original dates of grant are August 10, 2012, March 22, 2013, March 21, 2014, March 20, 2015, March 18, 2016 and March 17, 2017.

13. Each restricted stock unit represents a contigent right to receive one share of Class A Common Stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Arthur R. Block, Attorney-in-fact	04/06/2017
	** 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 5 (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).
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