Walt Disney Co — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walt Disney Co (DIS)
CIK: 0001744489
Period of Report: 2021-12-17

Reporting Person: McCarthy Christine M (SEVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-17	Disney Common Stock	M	4771	—	Acquired	157616	Direct
2021-12-17	Disney Common Stock	F	2380	$148.205	Disposed	155236	Direct
2021-12-17	Disney Common Stock	M	7209	—	Acquired	162445	Direct
2021-12-17	Disney Common Stock	F	3595	$148.205	Disposed	158850	Direct
2021-12-19	Disney Common Stock	M	3126	—	Acquired	161976	Direct
2021-12-19	Disney Common Stock	F	1559	$148.205	Disposed	160417	Direct
2021-12-19	Disney Common Stock	M	3785	—	Acquired	164202	Direct
2021-12-19	Disney Common Stock	F	1888	$148.205	Disposed	162314	Direct
2021-12-19	Disney Common Stock	M	6769.2066	—	Acquired	169083.2066	Direct
2021-12-19	Disney Common Stock	F	3376.2066	$148.205	Disposed	165707	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-17	Restricted Stock Unit	$	M	4771	Disposed		Disney Common Stock (4771.0)	Direct
2021-12-17	Restricted Stock Unit	$	M	7209	Disposed		Disney Common Stock (7209.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	3126	Disposed	2021-12-19	Disney Common Stock (3126.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	3785	Disposed		Disney Common Stock (3785.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	6769.2066	Disposed	2021-12-19	Disney Common Stock (6769.2066)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Disney Common Stock	4163.885	Indirect

Footnotes

F1: Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. The remaining stock units vest as to 4,770 stock units on December 17, 2022, and as to 4,771 stock units on December 17, 2023.

F2: Restricted stock units convert into common stock at 1-for-1.

F3: The 2,380 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.

F4: Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. The remaining stock units vest as to 7,209 stock units on each December 17 of 2022 and 2023.

F5: The Form 4 filed on December 18, 2020, inadvertently reported that the award vested in four equal installments on each December 17 of 2021 through 2024 due to an administrative error. In fact, the award vests in three equal installments on each December 17 of 2021 through 2023.

F6: The 3,595 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.

F7: Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

F8: The 1,559 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.

F9: Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The remaining 3,786 stock units vest on December 19, 2022.

F10: The 1,888 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.

F11: The 3,376.2066 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.

F12: Shares held in The Walt Disney Stock Fund as of December 17, 2021. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.