Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Parker Mary Jayne	2. Issuer Name and Ticker or Trading Symbol Walt Disney Co [ DIS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) SEVP and Chief HR Officer
(Last)          (First)          (Middle) 500 SOUTH BUENA VISTA STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/19/2019
(Street) BURBANK, CA 91521 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/19/2019		M		2237.0471 (1)	A	$146.0586	9407.0471	D
Disney Common Stock	12/19/2019		F		774.0471 (2)	D	$146.0586	8633	D
Disney Common Stock	12/19/2019		M		2321 (1)	A	$146.0586	10954	D
Disney Common Stock	12/19/2019		F		813 (3)	D	$146.0586	10141	D
Disney Common Stock								13962.714 (4)	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock Unit	(5)	12/19/2019		M			2237.0471	(1)	12/19/2019	Disney Common Stock	2237.0471	$0	0	D
Restricted Stock Unit	(5)	12/19/2019		M			2321	(1)	12/19/2019	Disney Common Stock	2321.0	$0	0	D

Explanation of Responses:
(1)	Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and 2011 Stock Incentive Plan, previously reported on a Form 4 dated December 5, 2019. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
(2)	The 774.0471 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.
(3)	The 813 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.
(4)	Shares held in The Walt Disney Stock Fund as of December 19, 2019. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
(5)	Converts at 1-for-1.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Parker Mary Jayne 500 SOUTH BUENA VISTA STREET BURBANK, CA 91521			SEVP and Chief HR Officer

Signatures
/s/ Jolene E. Negre, as attorney-in-fact		12/20/2019
**Signature of Reporting Person		Date