Sec Form 4 Filing - Mayer Kevin A @ WALT DISNEY CO/ - 2015-05-19

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mayer Kevin A 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) EVP-Corp Strat & Business Dev (Last) (First) (Middle) 500 SOUTH BUENA VISTA STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2015 (Street) BURBANK, CA91521 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/19/2015 M 27,538 A $ 39.6475 59,522 D Disney Common Stock 05/19/2015 M 42,791 A $ 38.75 102,313 D Disney Common Stock 05/19/2015 M 29,109 A $ 51.29 131,422 D Disney Common Stock 05/19/2015 S 99,438 ( 1 ) D $ 110.6293 31,984 D Disney Common Stock 65 I By Mayer Family Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option (Right to Buy) $ 39.6475 05/19/2015 M 27,538 ( 2 ) 01/26/2021 Disney Common Stock 27,538 $ 0 0 D Stock Option (Right to Buy) $ 38.75 05/19/2015 M 42,791 ( 3 ) 01/18/2022 Disney Common Stock 42,791 $ 0 14,264 D Stock Option (Right to Buy) $ 51.29 05/19/2015 M 29,109 ( 4 ) 01/16/2023 Disney Common Stock 29,109 $ 0 29,110 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayer Kevin A 500 SOUTH BUENA VISTA STREET BURBANK, CA91521 EVP-Corp Strat & Business Dev Signatures Roger J. Patterson (POA on file) 05/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were sold in 30 incremental transactions pursuant to a single sell order. Sale prices of individual transactions ranged from $110.55 to $110.71. Upon request, the reporting person will provide to the Securities and Exchange Commission, to the Issuer of the securities herein, or to a securities holder the complete sales data, including the number of shares sold at each separate price. ( 2 )The option is fully vested. ( 3 )Option was granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option vests as to its remaining 14,264 shares on January 18, 2016. ( 4 )Option was granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The remaining shares vest as to 14,555 shares on January 16, 2016, and as to 14,555 shares on January 16, 2017.

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.