United States securities and exchange commission logo





                           January 29, 2024

       Patrick Gadson
       Partner, Vinson & Elkins LLP
       Walt Disney Co
       The Grace Building
       1114 Avenue of the Americas
       32nd Floor
       New York, New York 10036

                                                        Re: Walt Disney Co
                                                            Preliminary Proxy
Statement filed by Blackwells Capital LLC et al.
                                                            Filed January 19,
2024
                                                            File No. 001-38842
                                                            color:white;"_
                                                            Soliciting
Materials filed pursuant to Rule 14a-12 by Blackwells Capital LLC et
                                                            al.
                                                            Filed January 22,
2024
                                                            File No. 001-38842

       Dear Patrick Gadson:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement

       Background of the Solicitation, page 4

   1.                                                   We note your disclosure
that you engaged numerous times with the company between
                                                        December 11, 2023 and
January 2, 2024. It has come to our attention that those
                                                        communications
consisted of two emails that you sent the company (to confirm an address
                                                        and to provide an
advance copy of a press release) and unsuccessful efforts by the
                                                        company to engage in
substantive discussions about your intent to nominate candidates
 Patrick Gadson
FirstName  LastNamePatrick Gadson
Walt Disney  Co
Comapany
January 29,NameWalt
            2024     Disney Co
January
Page  2 29, 2024 Page 2
FirstName LastName
         for election to the board. Please advise or revise.
Proposal 1. Election of Directors, page 7

2.       Please revise your disclosure in the sixth paragraph that indicates
proxies cannot be voted
         for a greater number of persons than the number of nominees, to state
that proxies cannot
         be voted for a greater number of persons than the current size of the
board.
3.       We note your disclosure in the last paragraph of this section (page
11). Please revise your
         disclosure to clarify that voting for fewer than twelve nominees will
result in the loss of
         votes; a similar clarification should be made in the first bullet
point on page 16. Also,
         revise to clarify the consequences of a shareholder voting for more
than twelve nominees.
         See Rule 14a-19(e)(7).
How to Vote by Proxy, page 16

4.       We note your disclosure in the last three bullet points on page 16.
Please clarify, in this
         section, how Blackwells will vote any unmarked cards on the proposals
referenced in
         these bullet points.
Voting and Proxy Procedures, page 18

5.       Item 21(b) of Schedule 14A requires the person filing the proxy
statement to disclose    the
         method by which votes will be counted [and] the treatment and effect
of [ ] broker non-
         votes       Please advise us of the legal basis upon which you relied
to equate the possible
         voting by banks and other intermediaries in their discretion with the
discretionary voting
         by brokers. See Exchange Act Release No. 30849 (June 24, 1992); see
also Exchange Act
         Release No. 62764 (September 15, 2011) (expressly identifying
broker non-votes    as
         instances where brokers are allowed to use their discretion to vote
absent instructions).
6.       Refer to Proposal 7. Please provide us support for your disclosure
that "Broker non-
         votes will not be considered entitled to vote on this proposal and
will not be counted in
         determining the number of shares necessary for approval of the
proposals."
Form of Proxy Card, page A-1

7.       Please revise the form of proxy to explicitly indicate in bold-face
type whether or not the
         proxy is solicited on behalf of the registrant's board of directors
and on whose behalf the
         solicitation is made. See Rule 14a-4(a)(1).
Soliciting Materials filed pursuant to Rule 14a-12 by Blackwells Capital LLC et
al.

Press Release, page 1

8.       Each statement or assertion of opinion or belief must be clearly
characterized as such, and
         a reasonable factual basis must exist for each such opinion or belief.
Support for opinions
         or beliefs should be self-evident, disclosed in the proxy statement or
provided to the staff
 Patrick Gadson
Walt Disney Co
January 29, 2024
Page 3
         on a supplemental basis. Please provide the support described for your
disclosure that real
         estate represents up to 50% of the entire market value of Disney.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Daniel Duchovny at 202-551-3619.



FirstName LastNamePatrick Gadson                              Sincerely,
Comapany NameWalt Disney Co
                                                              Division of
Corporation Finance
January 29, 2024 Page 3                                       Office of Mergers
& Acquisitions
FirstName LastName