0001744489-19-000061.txt : 20190321 0001744489-19-000061.hdr.sgml : 20190321 20190321190546 ACCESSION NUMBER: 0001744489-19-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190320 FILED AS OF DATE: 20190321 DATE AS OF CHANGE: 20190321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IGER ROBERT A CENTRAL INDEX KEY: 0001207394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38842 FILM NUMBER: 19698097 MAIL ADDRESS: STREET 1: C/O WALT DISNEY CO STREET 2: 500 S BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521-1062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Walt Disney Co CENTRAL INDEX KEY: 0001744489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 830940635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: (818) 560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp. DATE OF NAME CHANGE: 20180702 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp DATE OF NAME CHANGE: 20180622 4 1 wf-form4_155320953177211.xml FORM 4 X0306 4 2019-03-20 0 0001744489 Walt Disney Co DIS 0001207394 IGER ROBERT A 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 1 0 0 Chairman and CEO Disney Common Stock 2019-03-20 4 A 0 1078584 A 1078584 D Disney Common Stock 2019-03-20 4 A 0 20301.441 A 20301.441 I By 401(k) Disney Common Stock 2019-03-20 4 A 0 156 A 156 I By Spouse Stock Option (Right-to-Buy) 38.75 2019-03-20 4 A 0 732079 A 2022-01-18 Disney Common Stock 732079.0 732079 D Stock Option (Right-to-Buy) 51.29 2019-03-20 4 A 0 685550 A 2023-01-16 Disney Common Stock 685550.0 685550 D Stock Option (Right-to-Buy) 72.59 2019-03-20 4 A 0 435220 A 2023-12-19 Disney Common Stock 435220.0 435220 D Stock Option (Right-to-Buy) 92.235 2019-03-20 4 A 0 372412 A 2024-12-18 Disney Common Stock 372412.0 372412 D Stock Option (Right-to-Buy) 113.23 2019-03-20 4 A 0 271331 A 2025-12-17 Disney Common Stock 271331.0 271331 D Stock Option (Right-to-Buy) 105.21 2019-03-20 4 A 0 321694 A 2026-12-21 Disney Common Stock 321694.0 321694 D Restricted Stock Unit 2019-03-20 4 A 0 178879 A 2021-12-31 Disney Common Stock 178879.0 178879 D Stock Option (Right-to-Buy) 111.58 2019-03-20 4 A 0 295237 A 2027-12-19 Disney Common Stock 295237.0 295237 D Stock Option (Right-to-Buy) 110.5381 2019-03-20 4 A 0 291891 A 2028-12-19 Disney Common Stock 291891.0 291891 D On March 20, 2019 (the "Merger Effective Date"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among Twenty-First Century Fox, Inc. ("21CF"), TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company) ("Old Disney"), The Walt Disney Company (formerly known as TWDC Holdco 613 Corp.) ("Disney") and certain subsidiaries of Disney, Disney acquired all of the outstanding shares of 21CF and Old Disney (the "Transaction"). Effective as of the effective time of the Disney Merger, which occurred at 12:01 a.m. Eastern Time on the Merger Effective Date (the "Disney Effective Time"), Disney changed its name to "The Walt Disney Company" and Old Disney changed its name to "TWDC Enterprises 18 Corp.". In connection with the Transaction, each share of Old Disney common stock issued and outstanding immediately prior to the consummation of the Transaction, converted into one share of Disney common stock. Shares held in The Walt Disney Stock Fund as of March 19, 2019. The Fund is one investment option in the 401(k) Plan and contains Disney matching contributions. In connection with the Transaction, stock options with respect to Old Disney common stock that were outstanding immediately prior to the consummation of the Transaction were converted into stock options in respect of Disney's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Transaction. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 203,498 shares. The remaining unvested portion of the option vests in a single installment of 67,833 shares on December 17, 2019. In connection with the Transaction, stock options with respect to Old Disney common stock that were outstanding immediately prior to the consummation of the Transaction were converted into stock options in respect of Disney's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Transaction. (continued in following footnote) (continued from previous footnote) In addition, in connection with the Transaction, restricted stock units in respect of Old Disney common stock subject to the satisfaction of performance conditions that were granted in connection with the original grants of Old Disney stock options and were outstanding immediately prior to the consummation of the Transaction were converted into restricted stock units in respect of Disney's common stock, subject to the same terms and conditions (including applicable vesting requirements and performance conditions) as were applicable to such restricted stock units immediately prior to the consummation of the Transaction. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 160,847 shares. The remaining unvested portion of the option vests as to 80,423 shares on December 21, 2019, and as to 80,424 shares on December 21, 2020. In connection with this stock option award, the reporting person was awarded 78,874 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 118,311 including dividends accrued to date plus dividends that may accrue in the future. Converts at 1-for-1. In connection with the Transaction, restricted stock units with respect to Old Disney common stock that were outstanding immediately prior to the consummation of the Transaction were converted into restricted stock units in respect of Disney's common stock, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such restricted stock units immediately prior to the consummation of the Transaction. This stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 59,627 stock units plus dividend equivalent units on these units on December 31, 2019, and as to 59,626 stock units plus dividend equivalent units on these units on each December 31 of 2020 and 2021. In connection with this stock unit award, the reporting person was awarded 937,599 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 1,171,998.75 including dividends accrued to date plus dividends that may accrue in the future. Includes dividend equivalents accrued since the date of the award. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 73,809 shares. The remaining unvested portion of the option vests as to 73,809 shares on each December 19 of 2019 and 2020, and as to 73,810 shares on December 19, 2021. In connection with this stock option award, the reporting person was awarded 74,126 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 111,189 including dividends accrued to date plus dividends that may accrue in the future. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The options vest in an installment of 72,972 shares on December 19, 2019, and in three installments of 72,973 shares on each December 19 of 2020, 2021, and 2022. In connection with this stock option award, the reporting person was awarded 75,821 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 113,731.5 including dividends accrued to date plus dividends that may accrue in the future. /s/ Jolene E. Negre, as attorney-in-fact 2019-03-21