Horacio E. Gutierrez - 15 Dec 2023 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: 15 Dec 2023
Net transactions value: -$280,317
Form type: 4
Filing time: 19 Dec 2023, 17:53:15 UTC
Previous filing: 15 Dec 2023
Next filing: 03 Dec 2024
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		+6,049	+95%		12,407	15 Dec 2023	Direct	F1, F2
transaction	DIS	Disney Common Stock	Tax liability	$280,317	-3,000	-24%	$93.44	9,407	15 Dec 2023	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	-6,049	-33%	$0.000000	12,098	15 Dec 2023	Disney Common Stock	6,049		Direct	F1, F2
transaction	DIS	Stock Option (Right-to-Buy)	Award	$0	+73,324		$0.000000	73,324	15 Dec 2023	Disney Common Stock	73,324	$93.44	Direct	F4
transaction	DIS	Restricted Stock Unit	Award	$0	+25,151		$0.000000	25,151	15 Dec 2023	Disney Common Stock	25,151		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 6,049 stock units on each December 15 of 2024 and 2025.
F2	Restricted stock units convert into common stock at 1-for-1.
F3	The 3000 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 as to 24,442 shares on December 15, 2024; and as to 24,441 shares on each December 15 of 2025 and 2026. 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 87,480.
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 as to 8,384 stock units on each December 15 of 2024 and 2026; and as to 8,383 stock units on December 15, 2025.