Sec Form 4 Filing - Parker Mary Jayne @ Walt Disney Co - 2019-03-20

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

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1. Name and Address of Reporting Person Parker Mary Jayne 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 and Chief HR Officer (Last) (First) (Middle) 500 SOUTH BUENA VISTA STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2019 (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 03/20/2019 A 6,155 A 6,155 D Disney Common Stock 03/20/2019 A 13,876.606 A 13,876.606 ( 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 (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) $ 92.235 03/20/2019 A 9,731 ( 4 ) ( 5 ) 12/18/2024 Disney Common Stock 9,731 ( 4 ) 9,731 D Stock Option (Right-to-Buy) $ 113.23 03/20/2019 A 28,243 ( 6 ) ( 7 ) ( 8 ) 12/17/2025 Disney Common Stock 28,243 ( 6 ) ( 7 ) 28,243 D Stock Option (Right-to-Buy) $ 105.21 03/20/2019 A 34,115 ( 6 ) ( 7 ) ( 9 ) 12/21/2026 Disney Common Stock 34,115 ( 6 ) ( 7 ) 34,115 D Stock Option (Right-to-Buy) $ 111.58 03/20/2019 A 46,405 ( 6 ) ( 7 ) ( 10 )( 11 ) 12/19/2027 Disney Common Stock 46,405 ( 6 ) ( 7 ) 46,405 D Stock Option (Right-to-Buy) $ 110.5381 03/20/2019 A 47,366 ( 6 ) ( 7 ) ( 12 ) 12/19/2028 Disney Common Stock 47,366 ( 6 ) ( 7 ) 47,366 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parker Mary Jayne 500 SOUTH BUENA VISTA STREET BURBANK, CA91521 SEVP and Chief HR Officer Signatures /s/ Jolene E. Negre, as attorney-in-fact 03/21/2019 Signature of Reporting Person Date

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 21,182 shares. The remaining unvested portion of the option vests in a single installment of 7,061 shares on December 17, 2019. In connection with this stock option award, the reporting person was awarded 5,829 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 4,372 of such units and dividends accrued on those units have vested. The remaining unvested portion of the stock unit award is scheduled to vest in a single installment of approximately 1,457 stock units plus dividend equivalent units on these units 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 17,057 shares. The remaining unvested portion of the option vests in two installments of 8,529 shares on each December 21 of 2019 and 2020. In connection with this stock option award, the reporting person was awarded 12,069 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 3,137 of such units and dividends accrued on those units have vested. Approximately 1,569 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 5,795 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 8,693 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 11,601 shares. The remaining unvested portion of the option vests in two installments of 11,601 shares on each December 19 of 2019 and 2020, and as to 11,602 shares on December 19, 2021. (continued in following footnote) ( 11 )(continued from previous footnote) In connection with this stock option award, the reporting person was awarded 16,759 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 2,185 of such units and dividends accrued on those units have vested. Approximately 2,185 stock units plus dividend equivalent units on these units are scheduled to vest on each December 19 of 2019, 2020, and 2021, subject to satisfaction of performance conditions. With respect to 8,020 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 12,030 including dividends accrued to date plus dividends that may accrue in the future. ( 12 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option vests as to 11,841 shares on December 19, 2019, as to 11,842 shares on December 19, 2020, as to 11,841 shares on December 19, 2021, and as to 11,842 shares on December 1 9, 2022. In connection with this stock option award, the reporting person was awarded 17,917 restricted stock units whose vesting is subject to performance vesting criteria. Approximately 2,307 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 8,689 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 13,034 including dividends accrued to date plus dividends that may accrue in the future.

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