SEC Form 4 · accession 0001001039-18-000234
WALT DISNEY CO/ · DIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan N Braverman
Officer — Sr EVP, General Counsel & Secy
Period of report
Dec 19, 2018
Accepted (ET)
Dec 21, 2018 · 8:01 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 StockF1 | Dec 19, 2018 | M | 2,709 | $110.538 | A | 111,231 | D | |
| Disney Common StockF2 | Dec 19, 2018 | F | 1,345 | $110.538 | D | 109,886 | D | |
| Disney Common StockF3 | Dec 20, 2018 | S | 1,308 | $108.80 | D | 108,578 | D | |
| Disney Common StockF4 | holding | — | — | — | 11,841 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5,F1 | — | Dec 19, 2018 | M | 2,709 | D | — | Dec 19, 2018 | Disney Common Stock | 2,709 | 0 | D |
| Stock Option (Right to Buy)F6 | $110.5381 | Dec 19, 2018 | A | 69,655 | A | — | Dec 19, 2028 | Disney Common Stock | 69,655 | 69,655 | D |
| Restricted Stock UnitF5,F7 | — | Dec 19, 2018 | A | 13,570 | A | — | Dec 19, 2022 | Disney Common Stock | 13,570 | 13,570 | 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 November 29, 2018. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
- F2The 1,344.8632 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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 18, 2017.
- F4Shares held in The Walt Disney Stock Fund as of December 20, 2018. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
- F5Converts at 1-for-1.
- F6Options 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 19 of 2019 through 2022. 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 19,165.50.
- F7This restricted stock unit award was granted under the Company's 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in four equal installments on each December 19 of 2019 through 2022.