SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schake Kristina K

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

91521

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP and Chief Comm Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Disney Common Stock	12/15/2023		M		1,682⁽¹⁾	A	⁽²⁾	5,890	D
Disney Common Stock	12/15/2023		F		834⁽³⁾	D	$93.439	5,056	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	12/15/2023		M			1,682	⁽¹⁾	⁽¹⁾	Disney Common Stock	1,682	$0	3,363	D
Stock Option (Right-to-Buy)	$93.439	12/15/2023		A		29,735		⁽⁴⁾	12/15/2033	Disney Common Stock	29,735	$0	29,735	D
Restricted Stock Unit	⁽²⁾	12/15/2023		A		10,199		⁽⁵⁾	12/15/2026	Disney Common Stock	10,199	$0	10,199	D

Explanation of Responses:

1. Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining stock units vest as to 1,681 stock units on December 15, 2024, and as to 1,682 stock units on December 15, 2025.

2. Restricted stock units convert into common stock at 1-for-1.

3. The 834 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.

4. Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest as to 9,912 shares on each December 15 of 2024 and 2026; and as to 9,911 shares on December 15, 2025. 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 35,476.

5. This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 3,400 stock units on each December 15 of 2024 and 2026; and as to 3,399 stock units on December 15, 2025.

Remarks:

	/s/ Jolene E. Negre, as attorney-in-fact	12/19/2023
	** Signature of Reporting Person	Date
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