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*
IGER ROBERT A
(Last) (First) (Middle)
500 SOUTH BUENA VISTA STREET
(Street)
BURBANK CA 91521
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2022 		3. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X 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 150,000 D
Disney Common Stock 156 I By Spouse
Disney Common Stock 20,551.592(1) I By 401(k)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy) (2) 12/18/2024 Disney Common Stock 372,412 $92.235 D
Stock Option (Right-to-Buy) (2) 12/17/2025 Disney Common Stock 271,331 $113.23 D
Stock Option (Right-to-Buy) (2) 12/21/2026 Disney Common Stock 321,694 $105.21 D
Stock Option (Right-to-Buy) (2) 01/01/2027 Disney Common Stock 295,237 $111.58 D
Stock Option (Right-to-Buy) (3) 01/01/2027 Disney Common Stock 291,891 $110.5381 D
Stock Option (Right-to-Buy) (4) 01/01/2027 Disney Common Stock 46,803 $109.26 D
Stock Option (Right-to-Buy) (5) 01/01/2027 Disney Common Stock 263,683 $148.04 D
Stock Option (Right-to-Buy) (6) 01/01/2027 Disney Common Stock 166,896 $173.4 D
Stock Option (Right-to-Buy) (7) 01/01/2027 Disney Common Stock 50,249 $150.07 D
Explanation of Responses:
1. Shares held in The Walt Disney Stock Fund as of November 21, 2022. 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 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.
3. Option was granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 218,918 shares. The remaining 72,973 shares vest on December 19, 2022.
4. Option was granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 35,102 shares. The remaining 11,701 shares vest on December 19, 2022.
5. Option was granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 131,841 shares. The remaining shares vest as to 65,921 shares on each December 17 of 2022 and 2023. In connection with this stock option award, the reporting person was awarded restricted stock units whose vesting is subject to performance criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 96,040.5 plus related dividends.
6. Option was granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option has vested as to 55,632 shares. The remaining shares vest as to 55,632 shares on each December 17 of 2022 and 2023. In connection with this stock option award, the reporting person was awarded restricted stock units whose vesting is subject to performance criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 79,495.5 plus related dividends.
7. Option was granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. Option vests as to 16,750 shares on each December 14 of 2022 and 2024, and as to 16,749 shares on December 14, 2023. In connection with this stock option award, the reporting person was awarded restricted stock units whose vesting is subject to performance criteria. The number of stock units vesting depends on the extent to which performance criteria are satisfied, and ranges from zero to 31,920 plus related dividends.
Remarks:
/s/ Jolene E. Negre, as attorney-in-fact 11/22/2022
** 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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