Walt Disney Co — Director's Dealing 2020

Dec 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walt Disney Co (DIS)
CIK: 0001744489
Period of Report: 2020-12-17

Reporting Person: Mucha Zenia B. (SEVP & Chief Comms Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-17	Disney Common Stock	M	1618	$173.40	Acquired	18781	Direct
2020-12-17	Disney Common Stock	F	803	$173.40	Disposed	17978	Direct
2020-12-17	Disney Common Stock	M	35906	$72.59	Acquired	53884	Direct
2020-12-17	Disney Common Stock	S	35906	$173.3433	Disposed	17978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-17	Restricted Stock Unit	$	M	1618	Disposed	2020-12-17	Disney Common Stock (1618.0)	Direct
2020-12-17	Stock Option (Right-to-Buy)	$72.59	M	35906	Disposed	2023-01-19	Disney Common Stock (35906.0)	Direct
2020-12-17	Stock Option (Right-to-Buy)	$173.4	A	22938	Acquired	2030-12-17	Disney Common Stock (22938.0)	Direct
2020-12-17	Restricted Stock Unit	$	A	5525	Acquired	2024-12-17	Disney Common Stock (5525.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Disney Common Stock	2723.678	Indirect

Footnotes

F1: Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Stock Incentive Plan.

F2: The 803 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.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. Shares were sold in 63 incremental transactions pursuant to a single sell order. Sale prices of individual transactions ranged from $173.11 to $173.75. Upon request, the reporting person will provide to the Securities and Exchange Commission, to the Issuer of the securities herein, or to a securities holder the complete sales data, including the number of shares sold at each separate price.

F4: Shares held in The Walt Disney Stock Fund as of December 17, 2020. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

F5: Converts at 1-for-1.

F6: The option is fully vested.

F7: 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 2021 through 2024. 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 stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 7,194.

F8: 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 2021 through 2024.