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*
McCarthy Christine M

(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)
SEVP-Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019
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 03/20/2019 A 131,139 A (1)(2) 131,139 D
Disney Common Stock 03/20/2019 A 4,014.606 A (1)(2) 4,014.606(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) $31.12 03/20/2019 A 39,617(4) (5) 01/13/2020 Disney Common Stock 39,617 (4) 39,617 D
Stock Option (Right-to-Buy) $39.6475 03/20/2019 A 34,139(4) (5) 01/26/2021 Disney Common Stock 34,139 (4) 34,139 D
Stock Option (Right-to-Buy) $38.75 03/20/2019 A 45,342(4) (5) 01/18/2022 Disney Common Stock 45,342 (4) 45,342 D
Stock Option (Right-to-Buy) $51.29 03/20/2019 A 42,533(4) (5) 01/16/2023 Disney Common Stock 42,533 (4) 42,533 D
Stock Option (Right-to-Buy) $72.59 03/20/2019 A 30,687(4) (5) 12/19/2023 Disney Common Stock 30,687 (4) 30,687 D
Stock Option (Right-to-Buy) $92.235 03/20/2019 A 28,839(4) (5) 12/18/2024 Disney Common Stock 28,839 (4) 28,839 D
Stock Option (Right-to-Buy) $113.23 03/20/2019 A 41,722(6)(7) (8) 12/17/2025 Disney Common Stock 41,722 (6)(7) 41,722 D
Stock Option (Right-to-Buy) $105.21 03/20/2019 A 50,396(6)(7) (9) 12/21/2026 Disney Common Stock 50,396 (6)(7) 50,396 D
Stock Option (Right-to-Buy) $111.58 03/20/2019 A 64,252(6)(7) (10) 12/19/2027 Disney Common Stock 64,252 (6)(7) 64,252 D
Stock Option (Right-to-Buy) $110.5381 03/20/2019 A 76,621(6)(7) (11) 12/19/2028 Disney Common Stock 76,621 (6)(7) 76,621 D
Explanation of Responses:
1. 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.".
2. 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.
3. 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.
4. 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.
5. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.
6. 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)
7. (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.
8. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 30,129 shares. The remaining unvested portion of the option vests in a single installment of 10,431 shares on December 17, 2019. In connection with this stock option award, the reporting person was awarded 8,611 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 6,458 of such units and dividends accrued on those units have vested. Approximately 2,153 stock units plus dividend equivalent units on these units are scheduled to vest on December 17, 2019, subject to satisfaction of performance conditions.
9. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 25,198 shares. The remaining unvested portion of the option vests in two installments of 12,599 shares on each December 21 of 2019 and 2020. In connection with this stock option award, the reporting person was awarded 17,828 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 4,634 of such units and dividends accrued on those units have vested. Approximately 2,317 stock units plus dividend equivalent units on these units are scheduled to vest on each December 21 of 2019 and 2020, subject to satisfaction of performance conditions. With respect to 8,560 of such stock units, the number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 12,840 including dividends accrued to date plus dividends that may accrue in the future.
10. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 16,063 shares. The remaining unvested portion of the option vests in three installments of 16,063 shares on each December 19 of 2019 through 2021. In connection with this stock option award, the reporting person was awarded 23,204 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 3,025 of such units and dividends accrued on those units have vested. Approximately 9,074 stock units plus dividend equivalent units on these units are scheduled to vest on each December 19 of 2019, 2020, and 2020, subject to satisfaction of performance conditions. With respect to 11,105 of such stock units, the number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 16,657.5 including dividends accrued to date plus dividends that may accrue in the future.
11. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The options vest in four installments of 19,155 shares on each December 19 of 2019 through 2022. In connection with this stock option award, the reporting person was awarded 28,982 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 3,732 stock units plus dividend equivalent units on these units are scheduled to vest on each December 19 of 2019 through 2022, subject to satisfaction of performance conditions. With respect to 14,055 of such stock units, the number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 21,082.5 including dividends accrued to date plus dividends that may accrue in the future.
Remarks:
/s/ Jolene E. Negre, as attorney-in-fact 03/21/2019
** Signature of Reporting Person Date
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