FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WALT DISNEY CO/ [ DIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
02/07/2006 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Disney Common Stock | 02/07/2006 | M | 199,200 ( 1 ) | A | $21 | 365,776 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 200 | D | $26.85 | 365,576 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 2,200 | D | $26.84 | 363,376 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 6,800 | D | $26.82 | 356,576 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 9,700 | D | $26.81 | 346,876 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 23,500 | D | $26.8 | 323,376 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 17,500 | D | $26.79 | 305,876 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 11,700 | D | $26.78 | 294,176 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 15,300 | D | $26.77 | 278,876 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 24,800 | D | $26.76 | 254,076 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 12,900 | D | $26.75 | 241,176 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 4,000 | D | $26.74 | 237,176 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 7,000 | D | $26.73 | 230,176 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 7,200 | D | $26.72 | 222,976 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 4,000 | D | $26.71 | 218,976 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 4,300 | D | $26.7 | 214,676 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 3,500 | D | $26.69 | 211,176 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 6,600 | D | $26.68 | 204,576 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 4,200 | D | $26.67 | 200,376 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 8,900 | D | $26.65 | 191,476 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 8,800 | D | $26.64 | 182,676 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 1,700 | D | $26.58 | 180,976 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 4,700 | D | $26.57 | 176,276 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 1,600 | D | $26.53 | 174,676 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 1,600 | D | $26.47 | 173,076 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 3,200 | D | $26.45 | 169,876 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 1,600 | D | $26.33 | 168,276 | D | |||
Disney Common Stock | 02/07/2006 | S ( 2 ) | 1,700 | D | $26.27 | 166,576 | D | |||
Disney Common Stock | 16,219.64 ( 3 ) | I | By 401(k) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right-to-Buy) | $21 | 02/07/2006 | M | 199,200 ( 1 ) | ( 4 ) | 02/09/2006 | Disney Common Stock | 199,200 | $0 | 760,800 | D |
Explanation of Responses: |
1. The amount reported acquired in column 4 of Table I and in column 5 Table II represents a portion (199,200) of the total of 320,000 shares acquired (by exercise of the option reported in Table II) by the reporting person on February 7, 2006. As separate filings are required due to SEC electronic filing standards that limit the number of transactions reportable on a single form, this filing is the first of three made today with respect to the option. After giving effect to all three filings the number of options remaining from the grant reported on Table II will be 640,000; the total number reported sold in these three filings will be 320,000. |
2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. |
3. Shares held in The Walt Disney Company Stock Fund as of February 6, 2006. The fund is one investment option in the 401(k) Plan and contains Company matching contributions. |
4. Options were granted under The Walt Disney Company's 1995 Stock Option Plan in a transaction exempt under Rule 16b-3. The options vested in seven equal installments on each February 9 of 1997 through 2003. |
Remarks: |
By: Joseph M. Santaniello (POA on file) | 02/07/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |