Walt Disney Co — Director's Dealing 2019

Dec 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walt Disney Co (DIS)
CIK: 0001744489
Period of Report: 2019-12-17

Reporting Person: Parker Mary Jayne (SEVP and Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-17	Disney Common Stock	M	1553.854	$148.04	Acquired	7708.854	Direct
2019-12-17	Disney Common Stock	F	538.854	$148.04	Disposed	7170	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-17	Restricted Stock Unit	$	M	1553.854	Disposed	2019-12-17	Disney Common Stock (1553.854)	Direct
2019-12-17	Stock Option (Right-to-Buy)	$148.04	A	58865	Acquired	2029-12-17	Disney Common Stock (58865.0)	Direct
2019-12-17	Restricted Stock Unit	$	A	10842	Acquired	2022-12-17	Disney Common Stock (10842.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Disney Common Stock	13962.714	Indirect

Footnotes

F1: Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Stock Incentive Plan, previously reported on a Form 4 dated December 5, 2019. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

F2: The 538.854 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.

F3: Shares held in The Walt Disney Stock Fund as of December 17, 2019. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

F4: Converts at 1-for-1.

F5: Options were granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The options vest in four equal installments on each December 17 of 2020 through 2023. In connection with this stock option award, the reporting person also was awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of these stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 14,970.

F6: This restricted stock unit award was granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in four equal installments on each December 17 of 2020 through 2023.