SEC Form 4 · accession 0001001039-16-000546

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, 2016

Accepted (ET)

Dec 20, 2016 · 8:33 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	48,783	D
Disney Common Stock^F2	Dec 17, 2016	F	1,133	$104.23	D	47,650	D
Disney Common Stock^F1	Dec 18, 2016	M	1,830	$104.23	A	49,480	D
Disney Common Stock^F3	Dec 18, 2016	F	956	$104.23	D	48,524	D
Disney Common Stock^F1	Dec 19, 2016	M	2,151	$105.66	A	50,675	D
Disney Common Stock^F4	Dec 19, 2016	F	1,124	$105.66	D	49,551	D
Disney Common Stock^F1	Dec 19, 2016	M	12,510	$105.66	A	62,061	D
Disney Common Stock^F5	Dec 19, 2016	F	6,529	$105.66	D	55,532	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	D/I
Restricted Stock Unit^F6,F1	—	Dec 17, 2016	M	2,169	D	—	Dec 17, 2016	Disney Common Stock	2,169	D
Restricted Stock Unit^F6,F1	—	Dec 18, 2016	M	1,830	D	—	Dec 18, 2016	Disney Common Stock	1,830	D
Restricted Stock Unit^F6,F1	—	Dec 19, 2016	M	2,151	D	—	Dec 19, 2016	Disney Common Stock	2,151	D
Restricted Stock Unit^F6,F1	—	Dec 19, 2016	M	12,510	D	—	Dec 19, 2016	Disney Common Stock	12,510	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 955.5759 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 1,123.736 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 6,528.7472 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.
F6Converts at 1-for-1.