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*
IGER ROBERT 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2008
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 01/09/2008 A 54,686.0481(1) A $29.895 338,712.0481 D
Disney Common Stock 01/09/2008 M 10,276.9556(2) A $29.895 348,989.0037 D
Disney Common Stock 01/09/2008 F 4,664.9556(3) D $29.895 344,324.0481 D
Disney Common Stock 01/09/2008 F 21,524.0481(4) D $29.895 322,800 D
Disney Common Stock 16,512.0375 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
Phantom Stock Unit Award (Bonus Related) $0(5) 01/09/2008 M 10,276.9556 (2) (2) Disney Common Stock 10,276.9556 $29.895 9,831.0444 D
Stock Option (Right to Buy) $29.895 01/09/2008 A 421,053 (6) 01/09/2015 Disney Common Stock 421,053 $0 421,053 D
Explanation of Responses:
1. Awarded upon achievement of performance criteria for long-term incentive awards made during the Company's 2006 fiscal year as set forth in the table entitled 'Long-Term Incentive Performance Based Awards' in the Company's proxy statement for its 2007 annual meeting of shareholders. Performance-based restricted stock units vested on January 9, 2008. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
2. Stock unit award vested as to 50% on January 9, 2008 and is scheduled to vest as to the remaining 50% on January 9, 2010.
3. The 4664.9556 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. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.
4. The 21,524.0481 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. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.
5. Converts at 1-for-1.
6. Options were granted under the Company's Amended and Restated 2005 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The options vest in four equal installments on each January 9 of 2009 through 2012. The reporting person is also expected to receive 200,000 restricted stock units subject to performance vesting criteria, the terms of which and date of award of which have not yet been determined.
Remarks:
Joseph M. Santaniello (POA on file) 01/11/2008
** 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.
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