Sec Form 4 Filing - IGER ROBERT A @ 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 IGER ROBERT A 2. Issuer Name and Ticker or Trading Symbol Walt Disney Co [ DIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (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 1,078,584 A 1,078,584 D Disney Common Stock 03/20/2019 A 20,301.441 A 20,301.441 ( 3 ) I By 401(k) Disney Common Stock 03/20/2019 A 156 A 156 I By Spouse

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) $ 38.75 03/20/2019 A 732,079 ( 4 ) ( 5 ) 01/18/2022 Disney Common Stock 732,079 ( 4 ) 732,079 D Stock Option (Right-to-Buy) $ 51.29 03/20/2019 A 685,550 ( 4 ) ( 5 ) 01/16/2023 Disney Common Stock 685,550 ( 4 ) 685,550 D Stock Option (Right-to-Buy) $ 72.59 03/20/2019 A 435,220 ( 4 ) ( 5 ) 12/19/2023 Disney Common Stock 435,220 ( 4 ) 435,220 D Stock Option (Right-to-Buy) $ 92.235 03/20/2019 A 372,412 ( 4 ) ( 5 ) 12/18/2024 Disney Common Stock 372,412 ( 4 ) 372,412 D Stock Option (Right-to-Buy) $ 113.23 03/20/2019 A 271,331 ( 4 ) ( 6 ) 12/17/2025 Disney Common Stock 271,331 ( 4 ) 271,331 D Stock Option (Right-to-Buy) $ 105.21 03/20/2019 A 321,694 ( 7 ) ( 8 ) ( 9 ) 12/21/2026 Disney Common Stock 321,694 ( 7 ) ( 8 ) 321,694 D Restricted Stock Unit ( 10 ) 03/20/2019 A 178,879 ( 11 ) ( 12 ) 12/31/2021 Disney Common Stock 178,879 ( 13 ) ( 11 ) 178,879 D Stock Option (Right-to-Buy) $ 111.58 03/20/2019 A 295,237 ( 7 ) ( 8 ) ( 14 ) 12/19/2027 Disney Common Stock 295,237 ( 7 ) ( 8 ) 295,237 D Stock Option (Right-to-Buy) $ 110.5381 03/20/2019 A 291,891 ( 7 ) ( 8 ) ( 15 ) 12/19/2028 Disney Common Stock 291,891 ( 7 ) ( 8 ) 291,891 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other IGER ROBERT A 500 SOUTH BUENA VISTA STREET BURBANK, CA91521 X Chairman and CEO 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 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 203,498 shares. The remaining unvested portion of the option vests in a single installment of 67,833 shares on December 17, 2019. ( 7 )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) ( 8 )(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. ( 9 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 160,847 shares. The remaining unvested portion of the option vests as to 80,423 shares on December 21, 2019, and as to 80,424 shares on December 21, 2020. In connection with this stock option award, the reporting person was awarded 78,874 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 118,311 including dividends accrued to date plus dividends that may accrue in the future. ( 10 )Converts at 1-for-1. ( 11 )In connection with the Transaction, restricted stock units with respect to Old Disney common stock that 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) as were applicable to such restricted stock units immediately prior to the consummation of the Transaction. ( 12 )This stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 59,627 stock units plus dividend equivalent units on these units on December 31, 2019, and as to 59,626 stock units plus dividend equivalent units on these units on each December 31 of 2020 and 2021. In connection with this stock unit award, the reporting person was awarded 937,599 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 1,171,998.75 including dividends accrued to date plus dividends that may accrue in the future. ( 13 )Includes dividend equivalents accrued since the date of the award. ( 14 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 73,809 shares. The remaining unvested portion of the option vests as to 73,809 shares on each December 19 of 2019 and 2020, and as to 73,810 shares on December 19, 2021. In connection with this stock option award, the reporting person was awarded 74,126 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 111,189 including dividends accrued to date plus dividends that may accrue in the future. ( 15 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The options vest in an installment of 72,972 shares on December 19, 2019, and in three installments of 72,973 shares on each December 19 of 2020, 2021, and 2022. In connection with this stock option award, the reporting person was awarded 75,821 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 113,731.5 including dividends accrued to date plus dividends that may accrue in the future.

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