Christine M. McCarthy - 17 Dec 2022 Form 4 Insider Report for Walt Disney Co (DIS)

Role: SEVP & Chief Financial Officer
Signature: /s/ Jolene E. Negre, as attorney-in-fact
Issuer symbol: DIS
Transactions as of: 17 Dec 2022
Transactions value $: -$1,058,619
Form type: 4
Filing time: 20 Dec 2022, 18:11:12 UTC
Previous filing: 16 Dec 2022
Next filing: 27 Dec 2022
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		+4.77K	+2.81%		174K	17 Dec 2022	Direct	F1, F2
transaction	DIS	Disney Common Stock	Tax liability	-$213K	-2.37K	-1.36%	$89.95	172K	17 Dec 2022	Direct	F3
transaction	DIS	Disney Common Stock	Options Exercise		+8.72K	+5.08%		181K	17 Dec 2022	Direct	F2, F4
transaction	DIS	Disney Common Stock	Tax liability	-$389K	-4.33K	-2.4%	$89.95	176K	17 Dec 2022	Direct	F5
transaction	DIS	Disney Common Stock	Options Exercise		+6.89K	+3.91%		183K	17 Dec 2022	Direct	F2, F6
transaction	DIS	Disney Common Stock	Tax liability	-$293K	-3.25K	-1.78%	$89.95	180K	17 Dec 2022	Direct	F7
transaction	DIS	Disney Common Stock	Options Exercise		+3.79K	+2.1%		184K	19 Dec 2022	Direct	F2, F8
transaction	DIS	Disney Common Stock	Tax liability	-$164K	-1.88K	-1.02%	$87.44	182K	19 Dec 2022	Direct	F9
holding	DIS	Disney Common Stock						4.22K	17 Dec 2022	By 401(k)	F10

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	-4.77K	-100%	$0.00^*	0	17 Dec 2022	Disney Common Stock	4.77K		Direct	F1, F2
transaction	DIS	Restricted Stock Unit	Options Exercise	$0	-8.72K	-100%	$0.00^*	0	17 Dec 2022	Disney Common Stock	8.72K		Direct	F2, F4
transaction	DIS	Restricted Stock Unit	Options Exercise	$0	-6.89K	-50%	$0.00	6.89K	17 Dec 2022	Disney Common Stock	6.89K		Direct	F2, F6
transaction	DIS	Restricted Stock Unit	Options Exercise	$0	-3.79K	-100%	$0.00^*	0	19 Dec 2022	Disney Common Stock	3.79K		Direct	F2, F8

* 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, previously reported on Form 4 dated December 1, 2022.
F2	Restricted stock units convert into common stock at 1-for-1.
F3	The 2,365 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	Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, previously reported on Form 4 dated December 1, 2022.
F5	The 4,326.0388 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.
F6	Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining 6,886 shares vest on December 17, 2023.
F7	The 3,253 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.
F8	Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, previously reported on a Form 4 dated December 1, 2022. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
F9	The 1,878 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.
F10	Shares held in The Walt Disney Stock Fund as of December 19, 2022. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.