Walt Disney Form 4 TWDC Enterprises 18 / BRENT WOODFORD 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^*

WOODFORD BRENT

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

91521

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TWDC Enterprises 18 Corp. [ --- ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Control, Fin Plan & Tax

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Disney Common Stock	03/20/2019		D		28,879⁽¹⁾	D	⁽²⁾⁽³⁾	0	D
Disney Common Stock	03/20/2019		D		100	D	⁽²⁾⁽³⁾	0	I	By Spouse in IRA
Disney Common Stock	03/20/2019		D		281.21⁽⁴⁾	D	⁽²⁾⁽³⁾	0	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$39.6475	03/20/2019		D			30,000⁽⁵⁾	⁽⁶⁾	01/26/2021	Disney Common Stock	30,000	⁽⁵⁾	2,000	D
Stock Option (Right to Buy)	$38.75	03/20/2019		D			30,077⁽⁵⁾	⁽⁶⁾	01/18/2022	Disney Common Stock	30,077	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$51.29	03/20/2019		D			29,110⁽⁵⁾	⁽⁶⁾	01/16/2023	Disney Common Stock	29,110	⁽⁵⁾	0	D
Disney Common Stock	$72.59	03/20/2019		D			18,788⁽⁵⁾	⁽⁶⁾	12/19/2023	Disney Common Stock	18,788	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$92.235	03/20/2019		D			16,792⁽⁵⁾	⁽⁶⁾	12/18/2024	Disney Common Stock	16,792	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$113.23	03/20/2019		D			16,689⁽⁵⁾	⁽⁷⁾	12/17/2025	Disney Common Stock	16,689	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁸⁾	03/20/2019		D			1,825⁽⁹⁾⁽¹⁰⁾	⁽¹¹⁾	12/17/2019	Disney Common Stock	1,825	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$105.21	03/20/2019		D			21,710⁽⁵⁾	⁽¹²⁾	12/21/2026	Disney Common Stock	21,710	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁸⁾	03/20/2019		D			4,140⁽⁹⁾⁽¹⁰⁾	⁽¹³⁾	12/21/2020	Disney Common Stock	4,140	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$111.58	03/20/2019		D			22,846⁽⁵⁾	⁽¹⁴⁾	12/19/2027	Disney Common Stock	22,846	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁸⁾	03/20/2019		D			6,569⁽⁹⁾⁽¹⁰⁾	⁽¹⁵⁾	12/19/2021	Disney Common Stock	6,569	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$110.5381	03/20/2019		D			23,683⁽⁵⁾	⁽¹⁶⁾	12/19/2028	Disney Common Stock	23,683	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁸⁾	03/20/2019		D			11,603⁽⁹⁾⁽¹⁰⁾	⁽¹⁷⁾	12/19/2022	Disney Common Stock	11,603	⁽⁹⁾	0	D

Explanation of Responses:

1. Total reflects an increase of 4,362 shares from previously filed Forms 4 to correct an administrative error.

2. 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.".

3. 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, in the case of restricted shares, subject to the same terms and conditions as were applicable to such shares.

4. 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 contained Old Disney matching contributions.

5. 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.

6. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.

7. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 12,516 shares. The remaining unvested portion of the option vests in a single installment of 4,173 shares on December 17, 2019.

8. Converts at 1-for-1.

9. 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.

10. Includes dividend equivalents accrued since the date of the award.

11. 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 its remaining 1,825 stock units plus dividend equivalent units on these units on December 17, 2019.

12. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 10,855 shares. The remaining unvested portion of the option vests as to 5,427 shares on December 21, 2019, and as to 5,428 shares on December 21, 2020.

13. 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 in two installments of 2,070 stock units plus dividend equivalent units on these units on each December 21 of 2019 and 2020.

14. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 5,711 shares. The remaining unvested portion of the option vests as to 5,712 shares on December 19, 2019, as to 5,711 shares on December 19, 2020, and as to 5,712 shares on December 19, 2021.

15. 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 2,190 stock units plus dividend equivalent units on those units on December 19, 2019, as to 2,189 stock units plus dividend equivalent units on those units on December 19, 2020, and as to 2,190 stock units plus dividend equivalent units on those units on December 19, 2021.

16. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option vests as to 5,920 shares on December 19, 2019, and in three installments of 5,921 shares on each December 19 of 2020 through 2022.

17. 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 3,494 stock units plus dividend equivalent units on these units on December 19, 2019, as to 3,495 stock units plus dividend equivalent units on these units on December 19, 2020, as to 2,307 stock units plus dividend equivalent units on these units on December 19, 2021, and as to 2,307 stock units plus dividend equivalent units on these units on December 19, 2022.

Remarks:

	/s/ Jolene E. Negre as attorney-in-fact	03/21/2019
	** Signature of Reporting Person	Date
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Walt Disney Form 4TWDC Enterprises 18 / BRENT WOODFORD ownership change