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*
BRAVERMAN ALAN N

(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 EVP, General Counsel & Secy
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2011
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 01/10/2011 M 12,195.5146(1) A $39.2375 218,919.4746 D
Disney Common Stock 01/10/2011 A 12,195.5146(2) A $39.2375 231,114.9892 D
Disney Common Stock 01/10/2011 M 6,564.9586(3) A $39.2375 237,679.9478 D
Disney Common Stock 01/10/2011 F 14,454.9878(4) D $39.2375 223,224.96 D
Disney Common Stock 8,664.12(5) 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) $0.0000(6) 01/10/2011 M 6,564.9586 (3) 01/10/2011 Disney Common Stock 6,564.9586 $0.0000 0.0000 D
Restricted Stock Unit $0.0000(6) 01/10/2011 M 12,195.5146 (1) 01/10/2011 Disney Common Stock 12,195.5146 $0.0000 0.0000 D
Explanation of Responses:
1. Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, previously reported on a Form 4 dated December 2, 2010. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
2. Restricted stock units were awarded during the Company's 2007 fiscal year as set forth in the table entitled "Fiscal 2007 Grants of Plan Based Awards" in the Company's proxy statement for its 2008 annual meeting of shareholders and were subject to performance conditions, which were satisfied as to 11,385 shares on January 10, 2011. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
3. Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, previously reported on a Form 4 dated January 12, 2007. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
4. The 14,454.9878 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. Shares held in The Walt Disney Stock Fund as of January 10, 2011. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
6. Converts at 1-for-1.
Joseph M. Santaniello (POA on file) 01/12/2011
** 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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