SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chapek Robert A

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

91521

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2020

3. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Disney Common Stock	9,537	D
Disney Common Stock	3,522.718⁽¹⁾	I	By 401(k)
Disney Common Stock	91	I	By The Chapek Family Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right-to-Buy)	⁽²⁾	01/16/2023	Disney Common Stock	60,860	$51.29	D
Stock Option (Right-to-Buy)	⁽²⁾	12/19/2023	Disney Common Stock	53,233	$72.59	D
Stock Option (Right-to-Buy)	⁽²⁾	12/18/2024	Disney Common Stock	53,077	$92.235	D
Stock Option (Right-to-Buy)	⁽²⁾	12/17/2025	Disney Common Stock	39,796	$113.23	D
Stock Option (Right-to-Buy)	⁽³⁾	12/21/2026	Disney Common Stock	49,621	$105.21	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Disney Common Stock	2,302	⁽⁵⁾	D
Stock Option (Right-to-Buy)	⁽⁶⁾	12/19/2027	Disney Common Stock	45,691	$111.58	D
Restricted Stock Unit	⁽⁷⁾	⁽⁷⁾	Disney Common Stock	4,249	⁽⁵⁾	D
Stock Option (Right-to-Buy)	⁽⁸⁾	12/19/2028	Disney Common Stock	75,227	$110.5381	D
Restricted Stock Unit	⁽⁹⁾	⁽⁹⁾	Disney Common Stock	10,656	⁽⁵⁾	D
Stock Option (Right-to-Buy)	⁽¹⁰⁾	12/17/2029	Disney Common Stock	63,047	$148.04	D
Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Disney Common Stock	11,612	⁽⁵⁾	D

Explanation of Responses:

1. Shares held in The Walt Disney Stock Fund as of February 24, 2020. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

2. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.

3. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 37,215 shares. The remaining unvested portion of the option vests in a single installment of 12,406 shares on December 21, 2020.

4. This restricted stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 2,302 stock units plus dividend equivalent units on these units on December 21, 2020.

5. Converts at 1-for-1.

6. This option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 22,845 shares. The remaining unvested portion of the option vests as to 11,423 shares on each December 19 of 2020 and 2021. In connection with this stock option award, the reporting person was awarded 8,115.0350 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 12,172.5525 plus related dividends.

7. This restricted stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 2,124 stock units plus dividend equivalent units on these units on December 19, 2020, and as to 2,125 stock units plus dividend equivalent units on these units on December 19, 2021.

8. This option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 18,806 shares. The remaining unvested portion of the option vests as to 18,807 shares on each December 19 of 2020, 2021 and 2022. In connection with this stock option award, the reporting person was awarded 13,968 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 28,209 plus related dividends.

9. This restricted stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 3,552 stock units plus dividend equivalent units on these units on each December 19 of 2020 through 2022.

10. This option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option vests as to 15,761 shares on December 17 of 2020 and 15,762 shares on each of December 17, 2021, 2022 and 2023. In connection with this stock option award, the reporting person was awarded 10,689 restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 16,033.5 plus related dividends.

11. This restricted stock unit award was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 2,903 stock units plus dividend equivalent units on these units on each December 17 of 2020 through 2023

Remarks:

	/s/ Jolene E. Negre, as attorney-in-fact	02/28/2020
	** 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 5 (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.
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