0001001039-19-000097.txt : 20190321 0001001039-19-000097.hdr.sgml : 20190321 20190321191742 ACCESSION NUMBER: 0001001039-19-000097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190320 FILED AS OF DATE: 20190321 DATE AS OF CHANGE: 20190321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IGER ROBERT A CENTRAL INDEX KEY: 0001207394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 19698124 MAIL ADDRESS: STREET 1: C/O WALT DISNEY CO STREET 2: 500 S BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521-1062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWDC Enterprises 18 Corp. CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 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: WALT DISNEY CO/ DATE OF NAME CHANGE: 19960209 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 4 1 wf-form4_155321024728802.xml FORM 4 X0306 4 2019-03-20 1 0001001039 TWDC Enterprises 18 Corp. --- 0001207394 IGER ROBERT A 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 1 0 0 Chairman and CEO Disney Common Stock 2019-03-20 4 D 0 1078584 D 0 D Disney Common Stock 2019-03-20 4 D 0 20301.441 D 0 I By 401(k) Disney Common Stock 2019-03-20 4 D 0 156 D 0 I By Spouse Stock Option (Right to Buy) 38.75 2019-03-20 4 D 0 732079 D 2022-01-18 Disney Common Stock 732079.0 0 D Stock Option (Right to Buy) 51.29 2019-03-20 4 D 0 685530 D 2023-01-16 Disney Common Stock 685530.0 0 D Stock Option (Right to Buy) 72.59 2019-03-20 4 D 0 435220 D 2023-12-19 Disney Common Stock 435220.0 0 D Stock Option (Right to Buy) 92.235 2019-03-20 4 D 0 372412 D 2024-12-18 Disney Common Stock 372412.0 0 D Stock Option (Right to Buy) 113.23 2019-03-20 4 D 0 271331 D 2025-12-17 Disney Common Stock 271331.0 0 D Stock Option (Right to Buy) 105.21 2019-03-20 4 D 0 321694 D 2026-12-21 Disney Common Stock 321694.0 0 D Restricted Stock Unit 2019-03-20 4 D 0 178879 D 2021-12-31 Disney Common Stock 178879.0 0 D Stock Option (Right to Buy) 111.58 2019-03-20 4 D 0 295237 D 2027-12-19 Disney Common Stock 295237.0 0 D Stock Option (Right to Buy) 110.5381 2019-03-20 4 D 0 291891 D 2028-12-19 Disney Common Stock 291891.0 0 D Total includes dividends distributed with respect to previously vested restricted stock units. On March 20, 2019 (the "Merger Effective Date"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among Twenty-First Century Fox, Inc. ("21CF"), TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company) ("Old Disney"), The Walt Disney Company (formerly known as TWDC Holdco 613 Corp.) ("Disney") and certain subsidiaries of Disney, Disney acquired all of the outstanding shares of 21CF and Old Disney (the "Transaction"). Effective as of the effective time of the Disney Merger, which occurred at 12:01 a.m. Eastern Time on the Merger Effective Date (the "Disney Effective Time"), Disney changed its name to "The Walt Disney Company" and Old Disney changed its name to "TWDC Enterprises 18 Corp.". In connection with the Transaction, each share of Old Disney common stock issued and outstanding immediately prior to the consummation of the Transaction, converted into one share of Disney common stock. Shares held in The Walt Disney Stock Fund as of March 19, 2019. The Fund is one investment option in the 401(k) Plan and contained Old Disney matching contributions. In connection with the Transaction, stock options with respect to Old Disney common stock that were outstanding immediately prior to the consummation of the Transaction were converted into stock options in respect of Disney's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Transaction. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 203,498 shares. The remaining unvested portion of the option vests in a single installment of 67,833 shares on December 17, 2019. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 160,847 shares. The remaining unvested portion of the option vests as to 80,423 shares on December 21, 2019, and as to 80,424 shares on December 21, 2020. Converts at 1-for-1. In connection with the Transaction, restricted stock units with respect to Old Disney common stock that were outstanding immediately prior to the consummation of the Transaction were converted into restricted stock units in respect of Disney's common stock, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such restricted stock units immediately prior to the consummation of the Transaction. This stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 59,627 stock units plus dividend equivalent units on these units on December 31, 2019, and as to 59,626 stock units plus dividend equivalent units on these units on each December 31 of 2020 and 2021. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 73,809 shares. The remaining unvested portion of the option vests as to 73,809 shares on December 19, 2019, as to 73,809 shares on December 19, 2020, and as to 73,810 shares on December 19, 2021. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The options vest in an installment of 72,972 shares on December 19, 2019, and in three installments of 72,973 shares on each December 19 of 2020 through 2022. /s/ Jolene E. Negre, as attorney-in-fact 2019-03-21 EX-24 2 ex-24.htm IGER 2019 POA

POWER OF ATTORNEY



    The undersigned hereby constitutes and appoints Alan N. Braverman, Jolene E. Negre 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 and TWDC Holdco 613 Corp., a Delaware corporation (each, the "Company"), Forms 3, 4 and 5, and any amendments to any such forms, 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 or amendment to any such form 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 each 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 1st day of February, 2019.



                /s/
    Robert A. Iger