Statement of Changes in Beneficial Ownership (4)
22 Dezember 2021 - 05:22PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
McCarthy Christine M |
2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co
[
DIS
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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 |
(Last)
(First)
(Middle)
500 SOUTH BUENA VISTA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2021 |
(Street)
BURBANK, CA 91521
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Disney Common Stock | 12/17/2021 | | M | | 4771 (1) | A | (2) | 157616 | D | |
Disney Common Stock | 12/17/2021 | | F | | 2380 (3) | D | $148.205 | 155236 | D | |
Disney Common Stock | 12/17/2021 | | M | | 7209 (4)(5) | A | (2) | 162445 | D | |
Disney Common Stock | 12/17/2021 | | F | | 3595 (6) | D | $148.205 | 158850 | D | |
Disney Common Stock | 12/19/2021 | | M | | 3126 (7) | A | (2) | 161976 | D | |
Disney Common Stock | 12/19/2021 | | F | | 1559 (8) | D | $148.205 | 160417 | D | |
Disney Common Stock | 12/19/2021 | | M | | 3785 (9) | A | (2) | 164202 | D | |
Disney Common Stock | 12/19/2021 | | F | | 1888 (10) | D | $148.205 | 162314 | D | |
Disney Common Stock | 12/19/2021 | | M | | 6769.2066 (7) | A | (2) | 169083.2066 | D | |
Disney Common Stock | 12/19/2021 | | F | | 3376.2066 (11) | D | $148.205 | 165707 | D | |
Disney Common Stock | | | | | | | | 4163.885 (12) | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Unit | (2) | 12/17/2021 | | M | | | 4771 | (1) | (1) | Disney Common Stock | 4771.0 | $0 | 9541 | D | |
Restricted Stock Unit | (2) | 12/17/2021 | | M | | | 7209 | (4)(5) | (4) | Disney Common Stock | 7209.0 | $0 | 14418 | D | |
Restricted Stock Unit | (2) | 12/19/2021 | | M | | | 3126 | (7) | 12/19/2021 | Disney Common Stock | 3126.0 | $0 | 0 | D | |
Restricted Stock Unit | (2) | 12/19/2021 | | M | | | 3785 | (9) | (9) | Disney Common Stock | 3785.0 | $0 | 3786 | D | |
Restricted Stock Unit | (2) | 12/19/2021 | | M | | | 6769.2066 | (7) | 12/19/2021 | Disney Common Stock | 6769.2066 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. The remaining stock units vest as to 4,770 stock units on December 17, 2022, and as to 4,771 stock units on December 17, 2023. |
(2) | Restricted stock units convert into common stock at 1-for-1. |
(3) | The 2,380 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. |
(4) | Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. The remaining stock units vest as to 7,209 stock units on each December 17 of 2022 and 2023. |
(5) | The Form 4 filed on December 18, 2020, inadvertently reported that the award vested in four equal installments on each December 17 of 2021 through 2024 due to an administrative error. In fact, the award vests in three equal installments on each December 17 of 2021 through 2023. |
(6) | The 3,595 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. |
(7) | Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. |
(8) | The 1,559 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. |
(9) | Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Amended and Restated Stock Plan, previously reported on a Form 4 dated December 2, 2021. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The remaining 3,786 stock units vest on December 19, 2022. |
(10) | The 1,888 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. |
(11) | The 3,376.2066 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. |
(12) | Shares held in The Walt Disney Stock Fund as of December 17, 2021. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McCarthy Christine M 500 SOUTH BUENA VISTA STREET BURBANK, CA 91521 |
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| SEVP & Chief Financial Officer |
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Signatures
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/s/ Jolene E. Negre, as attorney-in-fact | | 12/21/2021 |
**Signature of Reporting Person | Date |
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