Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mayer Kevin A
  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 Strat Officer
(Last)
(First)
(Middle)
500 SOUTH BUENA VISTA STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016
(Street)

BURBANK, CA 91521
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 (1) 11/29/2016(2)   A   2,168.5829     (3) 12/17/2016 Disney Common Stock 2,168.5829 $ 0 2,168.5829 D  
Restricted Stock Unit (1) 11/29/2016(4)   A   1,829.5759     (3) 12/18/2016 Disney Common Stock 1,829.5759 $ 0 1,829.5759 D  
Restricted Stock Unit (1) 11/29/2016(5)   A   2,150.736     (3) 12/19/2016 Disney Common Stock 2,150.736 $ 0 2,150.736 D  
Restricted Stock Unit (1) 11/29/2016(6)   A   12,509.7472     (3) 12/19/2016 Disney Common Stock 12,509.7472 $ 0 12,509.7472 D  
Restricted Stock Unit (1) 11/29/2016(7)   A   2,750.1581     (3) 01/16/2017 Disney Common Stock 2,750.1581 $ 0 2,750.1581 D  
Restricted Stock Unit (1) 11/29/2016(8)   A   1,393.2119     (3) 03/05/2017 Disney Common Stock 1,393.2119 $ 0 1,393.2119 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mayer Kevin A
500 SOUTH BUENA VISTA STREET
BURBANK, CA 91521
      SEVP and Chief Strat Officer  

Signatures

 Roger J. Patterson (POA on file)   12/01/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Converts at 1-for-1.
(2) Restricted stock units were awarded during the Company's 2016 fiscal year and were subject to performance conditions, which were satisfied as to 2168.5829 shares (including accumulated dividend equivalents) on November 29, 2016.
(3) The stock unit award vests on the Expiration Date.
(4) Restricted stock units were awarded during the Company's 2015 fiscal year and were subject to performance conditions, which were satisfied as to 1829.5759 shares (including accumulated dividend equivalents) on November 29, 2016.
(5) Restricted stock units were awarded during the Company's 2014 fiscal year and were subject to performance conditions, which were satisfied as to 2150.7360 shares (including accumulated dividend equivalents) on November 29, 2016.
(6) Restricted stock units were awarded during the Company's 2014 fiscal year and were subject to performance conditions, which were satisfied as to 12,509.7472 shares (including an adjustment to reflect the extent to which applicable performance criteria were met and accumulated dividend equivalents) on November 29, 2016.
(7) Restricted stock units were awarded during the Company's 2013 fiscal year and were subject to performance conditions, which were satisfied as to 2750.1581 shares (including accumulated dividend equivalents) on November 29, 2016.
(8) Restricted stock units were awarded during the Company's 2013 fiscal year and were subject to performance conditions, which were satisfied as to 1393.2119 shares (including accumulated dividend equivalents) on November 29, 2016.

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