Horacio E. Gutierrez - 14 Dec 2022 Form 4 Insider Report for Walt Disney Co (DIS)

Role: Sr EVP and General Counsel
Signature: /s/ Jolene E. Negre, as attorney-in-fact
Issuer symbol: DIS
Transactions as of: 14 Dec 2022
Net transactions value: -$293,608
Form type: 4
Filing time: 16 Dec 2022, 19:25:43 UTC
Previous filing: 10 Mar 2022
Next filing: 15 Dec 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DIS	Disney Common Stock	Options Exercise		+6,295	+52458%		6,307	14 Dec 2022	Direct	F1, F2
transaction	DIS	Disney Common Stock	Tax liability	$293,608	-3,122	-50%	$94.04	3,185	14 Dec 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DIS	Restricted Stock Unit	Options Exercise	$0	-6,295	-33%	$0.000000	12,589	14 Dec 2022	Disney Common Stock	6,295		Direct	F1, F2
transaction	DIS	Stock Option (Right-to-Buy)	Award	$0	+48,292		$0.000000	48,292	15 Dec 2022	Disney Common Stock	48,292	$91.62	Direct	F4
transaction	DIS	Restricted Stock Unit	Award	$0	+18,147		$0.000000	18,147	15 Dec 2022	Disney Common Stock	18,147		Direct	F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining stock units vest as to 6,294 stock units on December 14, 2023, and as to 6,295 stock units on December 14, 2024.
F2	Restricted stock units convert into common stock at 1-for-1.
F3	The 3,122 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.
F4	Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest in three equal installments on each December 15 of 2023 through 2025. 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 65,940.
F5	This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in three equal installments on each December 15 of 2023 through 2025.