0001001039-15-000074.txt : 20150206 0001001039-15-000074.hdr.sgml : 20150206 20150206204033 ACCESSION NUMBER: 0001001039-15-000074 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150204 FILED AS OF DATE: 20150206 DATE AS OF CHANGE: 20150206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STAGGS THOMAS O CENTRAL INDEX KEY: 0001205861 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 15586514 MAIL ADDRESS: STREET 1: C/O WALT DISNEY CO STREET 2: 500 S BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521-1018 3 1 wf-form3_142327322206676.xml FORM 3 X0206 3 2015-02-04 0 0001001039 WALT DISNEY CO/ DIS 0001205861 STAGGS THOMAS O 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 0 1 0 0 Chief Operating Officer Disney Common Stock 85984 D Disney Common Stock 8060.746 I By 401(k) Disney Common Stock 160366 I As Trustee Disney Common Stock 56.544 I By Spouse Stock Option (Right to Buy) 31.12 2020-01-13 Disney Common Stock 107767.0 D Stock Option (Right to Buy) 39.6475 2021-01-26 Disney Common Stock 158659.0 D Stock Option (Right to Buy) 38.75 2022-01-18 Disney Common Stock 170032.0 D Restricted Stock Unit 2016-01-18 Disney Common Stock 9055.0 D Stock Option (Right to Buy) 51.29 2023-01-16 Disney Common Stock 164954.0 D Restricted Stock Unit 2017-01-16 Disney Common Stock 15274.0 D Stock Option (Right to Buy) 72.59 2023-12-19 Disney Common Stock 110849.0 D Restricted Stock Unit 2017-12-19 Disney Common Stock 16728.6955 D Stock Option (Right to Buy) 92.235 2024-12-18 Disney Common Stock 97661.0 D Restricted Stock Unit 2018-12-18 Disney Common Stock 17955.0 D Shares held in The Walt Disney Stock Fund as of February 4, 2015. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 127,524 shares. The remaining unvested portion of the option vests in a single installment of 42,508 shares on January 18, 2016. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to its remaining 9,055 stock units plus dividend equivalent units on these units on January 18, 2016. Includes dividend equivalents accrued since the date of the award. Converts at 1-for-1. Option was granted under The Walt Disney Company's Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option has vested as to 82,477 shares. The remaining unvested portion of the option vests as to 41,238 shares on January 16, 2016 and as to 41,239 shares on January 16, 2017. In connection with this stock option award, the reporting person also was awarded 29,831 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 45,820.32 including dividends accrued to date plus dividends that may accrue in the future. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 7,637 stock units plus dividend equivalent units on these units on each January 16 of 2016 and 2017. Option was granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option has vested as to 27,712 shares. The remaining unvested portion of the option vests as to 27,712 shares on each December 19 of 2015 and 2016, and as to 27,713 shares on December 19, 2017. In connection with this stock option award, the reporting person also was awarded 21,946 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 33,322 including dividends accrued to date plus dividends that may accrue in the future. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 5,576.6955 stock units plus dividend equivalent units on these units on December 19, 2015, and as to 5,576 stock units plus dividend equivalent units on these units on each December 19 of 2016 and 2017. Option was granted under The Walt Disney Company's Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The options vest in three installments of 24,415 shares on each December 18 of 2015, 2016 and 2017, and in one installment of 24,416 shares on December 18, 2018. In connection with this stock option award, the reporting person also was awarded 17,955 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 26,932.5 plus dividends that may accrue in the future. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 4,488 stock units plus dividend equivalent units on these units on December 18, 2015, and as to 4,489 stock units plus dividend equivalent units on these units on each December 18 of 2016, 2017 and 2018. Exhibit List Exhibit 24 - Power of Attorney Roger J. Patterson (POA on file) 2015-02-06 EX-24 2 ex-24.htm THOMAS O. STAGGS -- POWER OF ATTORNEY

POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and appoints Alan N. Braverman and Roger J. Patterson, and each of them, the undersigned's true and lawful attorneys-in-fact, to:

    (1) execute for and on behalf of the undersigned, with respect to The Walt Disney Company, a Delaware corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and, apply for an access code and (if not previously issued) a filing (or CIK) number to permit the filing of such forms via EDGAR;

    (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

    (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any other obligations of the undersigned thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company due to the undersigned's status as a director or officer of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the forgoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of February 2015.

                       /s/ Thomas O. Staggs