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: Chapek Robert A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-17	Disney Common Stock	M	2774	—	Acquired	2774	Direct
2021-12-17	Disney Common Stock	F	1311	$148.205	Disposed	1463	Direct
2021-12-17	Disney Common Stock	M	7209	—	Acquired	8672	Direct
2021-12-17	Disney Common Stock	F	3575	$148.205	Disposed	5097	Direct
2021-12-19	Disney Common Stock	M	2125	—	Acquired	7222	Direct
2021-12-19	Disney Common Stock	F	1005	$148.205	Disposed	6217	Direct
2021-12-19	Disney Common Stock	M	3552	—	Acquired	9769	Direct
2021-12-19	Disney Common Stock	F	1678	$148.205	Disposed	8091	Direct
2021-12-19	Disney Common Stock	M	6645.9744	—	Acquired	14736.9744	Direct
2021-12-19	Disney Common Stock	F	3296.9744	$148.205	Disposed	11440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-17	Restricted Stock Unit	$	M	2774	Disposed		Disney Common Stock (2774.0)	Direct
2021-12-17	Restricted Stock Unit	$	M	7209	Disposed		Disney Common Stock (7209.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	2125	Disposed	2021-12-19	Disney Common Stock (2125.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	3552	Disposed		Disney Common Stock (3552.0)	Direct
2021-12-19	Restricted Stock Unit	$	M	6645.9744	Disposed	2021-12-19	Disney Common Stock (6645.9744)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Disney Common Stock	3555.581	Indirect
Disney Common Stock	91	Indirect
Disney Common Stock	123	Indirect

Footnotes

F1: 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 2,774 stock units on December 17, 2022, and as to 2,773 stock units on December 17, 2023.

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

F3: The 1,311 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: 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.

F5: 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

F6: The 3,575 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 2011 Amended and Restated Stock Plan. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

F8: The 1,005 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 2011 Amended and Restated Stock Plan. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The remaining 3,552 stock units vest on December 19, 2022.

F10: The 1,678 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: Vesting of shares connected with grant under The Walt Disney Company's 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.

F12: The 3,296.9744 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.

F13: 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.

F14: The reporting person may be deemed to have acquired beneficial ownership of these shares upon his adult child moving into his household.