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).
1. Name and Address of Reporting Person*
Rasulo James A

(Last) (First) (Middle)
500 SOUTH BUENA VISTA STREET

(Street)
BURBANK CA 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. Exec VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012
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)
Code V Amount (A) or (D) Price
Disney Common Stock 06/14/2012 M 99,000 A $34.265 160,647 D
Disney Common Stock 06/14/2012 M 55,000 A $24.865 215,647 D
Disney Common Stock 06/14/2012 S 55,000 (1) D $46.3486 160,647 D
Disney Common Stock 06/14/2012 S 99,000 (2) D $46.9734 61,647 D
Disney Common Stock 22,143.378 (3) I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $24.865 06/14/2012 M 55,000 (4) 01/09/2013 Disney Common Stock 55,000 $0.0000 0.0000 D
Stock Option (Right to Buy) $34.265 06/14/2012 M 99,000 (4) 01/10/2014 Disney Common Stock 99,000 $0.0000 0.0000 D
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. Shares were sold in 21 incremental transactions pursuant to a single sell order. Sale prices of individual transactions ranged from $46.23 to $46.41. Upon request, the reporting person will provide to the Securities and Exchange Commission, to the Issuer of the securities herein, or to a securities holder the complete sales data, including the number of shares sold at each separate price.
2. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. Shares were sold in 29 incremental transactions pursuant to a single sell order. Sale prices of individual transactions ranged from $46.90 to $47.02. Upon request, the reporting person will provide to the Securities and Exchange Commission, to the Issuer of the securities herein, or to a securities holder the complete sales data, including the number of shares sold at each separate price.
3. Shares held in The Walt Disney Stock Fund as of June 14, 2012. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
4. The option is fully vested.
Roger J. Patterson (POA on file) 06/15/2012
** 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).
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