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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Disney Common Stock | 12/15/2023 | M | 1,114(1) | A | (2) | 32,475 | D | |||
Disney Common Stock | 12/15/2023 | F | 439(3) | D | $93.439 | 32,036 | D | |||
Disney Common Stock | 12/17/2023 | M | 2,462(4) | A | (2) | 34,498 | D | |||
Disney Common Stock | 12/17/2023 | F | 912(5) | D | $93.439 | 33,586 | D | |||
Disney Common Stock | 12/18/2023 | M | 18,788(6) | A | $72.59 | 52,374 | D | |||
Disney Common Stock | 12/18/2023 | S | 18,788(6) | D | $92.99 | 33,586 | D | |||
Disney Common Stock | 100 | I | By Spouse in IRA | |||||||
Disney Common Stock | 284.675(7) | I | By 401(k) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (2) | 12/15/2023 | M | 1,114 | (1) | (1) | Disney Common Stock | 1,114 | $0 | 4,458 | D | ||||
Stock Option (Right-to-Buy) | $93.439 | 12/15/2023 | A | 16,849 | (8) | 12/15/2033 | Disney Common Stock | 16,849 | $0 | 16,849 | D | ||||
Restricted Stock Unit | (2) | 12/15/2023 | A | 13,485 | (9) | 12/15/2026 | Disney Common Stock | 13,485 | $0 | 13,485 | D | ||||
Restricted Stock Unit | (2) | 12/17/2023 | M | 2,462 | (4) | 12/17/2023 | Disney Common Stock | 2,462 | $0 | 0 | D | ||||
Stock Option (Right-to-Buy) | $72.59 | 12/18/2023 | M | 18,788(6) | (10) | 12/19/2023 | Disney Common Stock | 18,788 | $0 | 0 | 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 1,115 stock units on June 15, 2024; as to 1,114 stock units on December 15, 2024 and June 15, 2025; and as to 1,115 stock units on December 15, 2025. |
2. Restricted stock units convert into common stock at 1-for-1. |
3. The 439 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. Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. |
5. The 912 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. |
6. This transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) previously adopted by the reporting person on December 2, 2022. |
7. Shares held in The Walt Disney Stock Fund as of December 18, 2023. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. |
8. 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 2,808 shares on each June 15 of 2024 through 2026; as to 2,808 shares on each December 15 of 2024 and 2025; and as to 2,809 shares on December 15, 2026. |
9. 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 2,247 stock units on June 15, 2024; as to 2,248 stock units on December 15, 2024; as to 2,247 stock units on each June 15 of 2025 and 2026; and as to 2,248 stock units on each December 15 of 2025 and 2026. |
10. The option is fully vested. |
Remarks: |
/s/ Jolene E. Negre, as attorney-in-fact | 12/19/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |