SEC Form 4 · accession 0001001039-15-000302

WALT DISNEY CO/ · DIS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin A Mayer

Officer — SEVP and Chief Strat Officer

Period of report

Dec 17, 2015

Accepted (ET)

Dec 21, 2015 · 8:07 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001001039

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Disney Common Stock^F1	Dec 18, 2015	M	1,799	$109.895	A	33,783	D
Disney Common Stock^F2	Dec 18, 2015	F	940	$109.895	D	32,843	D
Disney Common Stock^F1	Dec 19, 2015	M	2,112	$109.895	A	34,955	D
Disney Common Stock^F3	Dec 19, 2015	F	1,103	$109.895	D	33,852	D
Disney Common Stock	holding	—	—		—	65	I	By Mayer Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F4	$113.23	Dec 17, 2015	A	41,722	A	—	Dec 17, 2025	Disney Common Stock	41,722	41,722	D
Restricted Stock Unit^F5,F1	—	Dec 18, 2015	M	1,799	D	—	Dec 18, 2015	Disney Common Stock	1,799	1,799	D
Restricted Stock Unit^F5,F1	—	Dec 19, 2015	M	2,112	D	—	Dec 19, 2015	Disney Common Stock	2,112	2,112	D

Explanation of responses

F1Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Stock Incentive Plan, previously reported on a Form 4 dated December 3, 2015. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
F2The 939.6438 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. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.
F3The 1,103.113 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. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.
F4Options were granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The options vest in four equal installments on each December 17 of 2016 through 2019. In connection with this stock option award, the reporting person also was awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 20,981.50.
F5Converts at 1-for-1.