SEC Form 4 · accession 0001001039-16-000542

WALT DISNEY CO/ · DIS

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

Reporting owner

Christine M McCarthy

Officer — SEVP-Chief Financial Officer

Period of report

Dec 17, 2016

Accepted (ET)

Dec 20, 2016 · 8:32 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 17, 2016	M	2,169	$104.23	A	114,303	D
Disney Common Stock^F2	Dec 17, 2016	F	1,133	$104.23	D	113,171	D
Disney Common Stock^F1	Dec 18, 2016	M	1,356	$104.23	A	114,526	D
Disney Common Stock^F3	Dec 18, 2016	F	709	$104.23	D	113,818	D
Disney Common Stock^F1	Dec 19, 2016	M	1,580	$105.66	A	115,398	D
Disney Common Stock^F4	Dec 19, 2016	F	825	$105.66	D	114,573	D
Disney Common Stock^F1	Dec 19, 2016	M	9,195	$105.66	A	123,768	D
Disney Common Stock^F5	Dec 19, 2016	F	4,799	$105.66	D	118,969	D
Disney Common Stock^F6	holding	—	—		—	3,672	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit^F7,F1	—	Dec 17, 2016	M	2,169	D	—	Dec 17, 2016	Disney Common Stock	2,169	D
Restricted Stock Unit^F7,F1	—	Dec 18, 2016	M	1,356	D	—	Dec 18, 2016	Disney Common Stock	1,356	D
Restricted Stock Unit^F7,F1	—	Dec 19, 2016	M	1,580	D	—	Dec 19, 2016	Disney Common Stock	1,580	D
Restricted Stock Unit^F7,F1	—	Dec 19, 2016	M	9,195	D	—	Dec 19, 2016	Disney Common Stock	9,195	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 1, 2016. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
F2The 1,132.5829 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 708.8522 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.
F4The 825.4036 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.
F5The 4,799.4056 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.
F6Shares held in The Walt Disney Stock Fund as of December 16, 2016. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
F7Converts at 1-for-1.