Brent Woodford Form 4 Walt Disney / 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
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, Control, Fin Plan & Tax

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022

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	12/22/2022		M		203⁽¹⁾	A	⁽²⁾	33,389	D
Disney Common Stock	12/22/2022		F		203⁽³⁾	D	$85.71	33,186	D
Disney Common Stock	12/22/2022		M		30⁽⁴⁾	A	⁽²⁾	33,216	D
Disney Common Stock	12/22/2022		F		30⁽⁵⁾	D	$85.71	33,186	D
Disney Common Stock	12/22/2022		M		67⁽⁶⁾	A	⁽²⁾	33,253	D
Disney Common Stock	12/22/2022		F		67⁽⁷⁾	D	$85.71	33,186	D
Disney Common Stock	12/22/2022		M		52⁽⁸⁾	A	⁽²⁾	33,238	D
Disney Common Stock	12/22/2022		F		52⁽⁹⁾	D	$85.71	33,186	D
Disney Common Stock	12/22/2022		M		59⁽¹⁰⁾	A	⁽²⁾	33,245	D
Disney Common Stock	12/22/2022		F		59⁽¹¹⁾	D	$85.71	33,186	D
Disney Common Stock								284.675⁽¹²⁾	I	By 401(k)
Disney Common Stock								100	I	By Spouse in IRA

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)
Restricted Stock Unit	⁽²⁾	12/22/2022		M			203	⁽¹⁾	⁽¹⁾	Disney Common Stock	203	$0	5,239	D
Restricted Stock Unit	⁽²⁾	12/22/2022		M			30	⁽⁴⁾	⁽⁴⁾	Disney Common Stock	30	$0	755	D
Restricted Stock Unit	⁽²⁾	12/22/2022		M			67	⁽⁶⁾	⁽⁶⁾	Disney Common Stock	67	$0	1,707	D
Restricted Stock Unit	⁽²⁾	12/22/2022		M			52	⁽⁸⁾	⁽⁸⁾	Disney Common Stock	52	$0	1,320	D
Restricted Stock Unit	⁽²⁾	12/22/2022		M			59	⁽¹⁰⁾	⁽¹⁰⁾	Disney Common Stock	59	$0	1,510	D

Explanation of Responses:

1. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining restricted stock units vest as to 1,310 stock units on June 14, 2023, as to 1,309 stock units on June 14, 2024, and as to 1,310 stock units on each December 14 of 2023 and 2024.

2. Restricted stock units convert into common stock at 1-for-1.

3. The 203 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

4. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining 755 restricted stock units vest on December 17, 2023.

5. The 30 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

6. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining 1,707 restricted stock units vest on December 17, 2023.

7. The 67 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

8. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining restricted stock units vest as to 660 stock units on each March 8 of 2023 and 2024.

9. The 52 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

10. Vesting is limited to shares necessary to cover withholding obligations related to future vestings. The remaining restricted stock units vest as to 755 on each June 22 of of 2023 and 2024.

11. The 59 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

12. Shares held in The Walt Disney Stock Fund as of December 22, 2022. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

Remarks:

	/s/ Jolene E. Negre, as attorney-in-fact	12/27/2022
	** Signature of Reporting Person	Date
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.

Brent Woodford Form 4Walt Disney / BRENT WOODFORD ownership change