EVP, Control, Fin Plan & Tax Woodford Brent converted options into 515 units of Disney Common Stock and covered exercise/tax liability with 515 units of Disney Common Stock (SEC Form 4)
$DIS
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/18/2024 | M | 177(1) | A | (2) | 47,114 | D | |||
| Disney Common Stock | 12/18/2024 | M | 338(3) | A | (2) | 47,452 | D | |||
| Disney Common Stock | 12/18/2024 | F | 515(4) | D | $113.6792 | 46,937 | D | |||
| Disney Common Stock | 100 | I | By Spouse in IRA | |||||||
| Disney Common Stock | 287.059(5) | I | By 401(k) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit | (2) | 12/18/2024 | M | 177 | (1) | (1) | Disney Common Stock | 177 | $0 | 4,567 | D | ||||
| Restricted Stock Unit | (2) | 12/18/2024 | M | 338 | (3) | (3) | Disney Common Stock | 338 | $0 | 8,698 | D | ||||
| Explanation of Responses: |
| 1. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining stock units vest as to 1,142 stock units on each January 17 of 2025 and 2026, as to 1,142 stock units on July 17, 2025, and as to 1,141 stock units on July 17, 2026. |
| 2. Restricted stock units convert into common stock at 1-for-1. |
| 3. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining stock units vest as to 2,175 stock units on each June 15 of 2025 and 2026, and as to 2,174 stock units on each December 15 of 2025 and 2026. |
| 4. The 515 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. |
| 5. Shares held in The Walt Disney Stock Fund as of December 19, 2024. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. |
| Remarks: |
| /s/ Karen Young, as attorney-in-fact | 12/20/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||