Richardson Paul J 4

4 · Walt Disney Co · Filed Dec 16, 2022

Form 4

Period: 2022-12-14

Sr. EVP and Chief HR Officer

Transactions

Tax Payment
Disney Common Stock
2022-12-14$94.05/sh−948$89,155→ 4,333 total
Award
Stock Option (Right-to-Buy)
2022-12-15+20,125→ 20,125 total
Exercise: $91.62Exp: 2032-12-15→ Disney Common Stock (20,125 underlying)
Exercise/Conversion
Disney Common Stock
2022-12-14+1,912→ 5,281 total
Exercise/Conversion
Restricted Stock Unit
2022-12-14−1,912→ 3,823 total
→ Disney Common Stock (1,912 underlying)
Award
Restricted Stock Unit
2022-12-15+7,562→ 7,562 total
Exp: 2025-12-15→ Disney Common Stock (7,562 underlying)

Footnotes (5)

[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 1,911 stock units on December 14, 2023, and as to 1,912 stock units on December 14, 2024.
[F2]Restricted stock units convert into common stock at 1-for-1.
[F3]The 948 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 27,480.
[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 in three equal installments on each December 15 of 2023 through 2025.

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