4//SEC Filing
DISNEY ROY E 4
Accession 0000895345-03-000562
CIK 0001001039other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 5:02 PM ET
Size
9.5 KB
Accession
0000895345-03-000562
Insider Transaction Report
Form 4
DISNEY ROY E
DirectorVice Chairman of Board, V.P.
Transactions
- Other
Contract
2003-08-18+0→ 0 totalExp: 2008-08-18→ Common Stock (7,500,000 underlying) - Gift
Common Stock
2003-07-25−7,126→ 16,510,280 total
Footnotes (3)
- [F1]The reporting person also owns indirectly (a) 768,960 shares of Common Stock owned by the reporting person as Trustee for the benefit of the reporting person's children or grandchildren and (b) 1,248 shares of Common Stock owned by a subsidiary of Shamrock Holdings, Inc. ("SHI"). The reporting person and his spouse are officers and directors of SHI and own approximately 4.52% of its common stock. The remainder of the common stock of SHI is owned by the children of the reporting person and him as Trustee for their benefit and the benefit of his grandchildren. The reporting person disclaims beneficial ownership of the 768,960 shares of Common Stock owned by the reporting person as Trustee and the 1,248 shares of Common Stock owned by a subsidiary of SHI.
- [F2]Mr. Disney, through the 1987 Disney Trust, as Restated (the "Trust"), a living trust created by Mr. Disney and of which he is a trustee, entered into a variable prepaid forward contract ("VPF Agreement") for 7,500,000 shares of Common Stock, pursuant to a Master Variable Prepaid Forward Agreement, among the Trust, Credit Suisse First Boston Capital LLC ("CSFB LLC") and Credit Suisse First Boston LLC. Under the VPF Agreement, CSFB LLC sold 7,500,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. Pursuant to the VPF Agreement, the Trust has agreed to sell the shares for the notional amount of $21.751 per share, subject to adjustment in accordance with footnote 3 below. The Trust has received aggregate proceeds of $124,959,495.
- [F3]The VPF Agreement provides that on August 18, 2008 ("Settlement Date"), the Trust will deliver a number of shares of Common Stock to CSFB LLC (or, at the election of the Trust, the cash equivalent of such shares) as follows: (a) if the average VWAP of the Common Stock for the 20 trading days preceding and including the Settlement Date ("Settlement Price") is less than $21.751, a delivery of 7,500,000 shares; (b) if the Settlement Price is equal to or greater than $21.751 per share ("Downside Threshold") but less than or equal to $32.6265 per share ("Upside Threshold"), a delivery of shares equal to the Downside Threshold/Settlement Price x 7,500,000; and (c) if the Settlement Price is greater than the Upside Threshold, a delivery of shares equal to (1 - (10.8755/Settlement Price)) x 7,500,000.
Documents
Issuer
WALT DISNEY CO/
CIK 0001001039
Entity typeother
Related Parties
1- filerCIK 0001234300
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 5:02 PM ET
- Size
- 9.5 KB