Walt Disney Form 4 WALT DISNEY / Mary Jayne Parker ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Parker Mary Jayne

(Last) (First) (Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK CA 91521-0966

(City) (State) (Zip)

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)
Sr EVP and Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

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 (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	(1)	11/27/2018(2)		A		4,927.2139		(3)	12/17/2018	Disney Common Stock	4,927.2139	$0	4,927.2139	D
Restricted Stock Unit	(1)	11/27/2018(4)		A		1,520.5226		(3)	12/17/2018	Disney Common Stock	1,520.5226	$0	1,520.5226	D
Restricted Stock Unit	(1)	11/27/2018(5)		A		1,904.4054		(3)	12/18/2018	Disney Common Stock	1,904.4054	$0	1,904.4054	D
Restricted Stock Unit	(1)	11/27/2018(6)		A		2,200.893		(3)	12/19/2018	Disney Common Stock	2,200.893	$0	2,200.893	D
Restricted Stock Unit	(1)	11/27/2018(7)		A		1,607.6803		(3)	12/21/2018	Disney Common Stock	1,607.6803	$0	1,607.6803	D

Explanation of Responses:

1. Converts at 1-for-1.

2. Restricted stock units were awarded during the Company's 2016 fiscal year and were subject to performance conditions, which were satisfied as to 4,927.2139 shares (including an adjustment to reflect the extent to which applicable performance criteria were met and accumulated dividend equivalents) on November 27, 2018.

3. The stock unit award vests on the Expiration Date.

4. Restricted stock units were awarded during the Company's 2016 fiscal year and were subject to performance conditions, which were satisfied as to 1,520.5226 shares (including accumulated dividend equivalents) on November 27, 2018.

5. Restricted stock units were awarded during the Company's 2015 fiscal year and were subject to performance conditions, which were satisfied as to 1,904.4054 shares (including accumulated dividend equivalents) on November 27, 2018.

6. Restricted stock units were awarded during the Company's 2018 fiscal year and were subject to performance conditions, which were satisfied as to 2,200.8930 shares (including accumulated dividend equivalents) on November 27, 2018.

7. Restricted stock units were awarded during the Company's 2017 fiscal year and were subject to performance conditions, which were satisfied as to 1,607.6803 shares (including accumulated dividend equivalents) on November 27, 2018.

Remarks:

	Roger J. Patterson (POA on file)	11/29/2018
	** Signature of Reporting Person	Date
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