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CORRESP
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    C. Patrick
    Gadson pgadson@velaw.com

    Tel +1.212.237.0198

January
18, 2024

VIA ELECTRONIC
MAIL AND EDGAR

Daniel Duchovny

Special Counsel

Office of Mergers
& Acquisitions

Division of Corporation
Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    The Walt Disney Company

    Soliciting Materials filed pursuant to Rule
    14a-12

    Filed by Blackwells Onshore I LLC, et
    al. on January 3, 2024

    File No. 001-38842

Dear
Mr. Duchovny:

Set
forth below are the responses on behalf of Blackwells Onshore I LLC (“Blackwells”), Blackwells Capital LLC,
Jason Aintabi, Craig Hatkoff, Jessica Schell and Leah Solivan (collectively with Blackwells, the “Blackwells Filers”)
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) by letter, dated January 10, 2024, with respect to the Blackwells
Filers’ soliciting materials filed pursuant to Rule 14a-12 on Form DFAN14A, File No. 001-38842, filed with the Commission on January
3, 2024 (the “Soliciting Materials”) in relation to The Walt Disney Company (the “Company”
or “Disney”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
Unless otherwise specified, all references to page numbers and captions correspond to the Soliciting Materials, and all capitalized terms
used but not defined herein have the same meaning as in the Soliciting Materials.

 1. Each
                                            statement or assertion of opinion or belief must be clearly characterized as such, and a
                                            reasonable factual basis must exist for each such opinion or belief. Support for opinions
                                            or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
                                            on a supplemental basis.

RESPONSE:
Blackwells respectfully acknowledges the Staff’s comments and provides support below.

Please
provide the support described for the following disclosure:

 ● that
                                            the solicitation by Trian “...is disconnected from the needs of Disney stakeholders”;

RESPONSE:
Blackwells’ statement that the solicitation by Trian Fund Management, L.P. (“Trian”) “…is
disconnected from the needs of Disney stakeholders” follows logically and closely from statements made in the Soliciting
Materials describing Blackwells’ views about Trian’s campaign, the state of the Company in general and the needs of the
Company’s shareholders. In particular, as stated in the Soliciting Materials, Blackwells believes that “Disney’s
current leadership is invaluable to its shareholders” and that shareholders will benefit from the continued “turnaround
and transformation efforts under the leadership of the current [board of directors] and CEO, Robert A. Iger, unbound by Trian Fund
Management, L.P.” A replacement of incumbent directors with the candidates nominated by Trian as a result of a proxy contest
(and in the wake of successive contested annual meetings foisted onto the Company by Trian) is clearly inconsistent with
Blackwells’ stated support for the Company. Additionally, unlike Blackwells’ solicitation, Trian has not stated or
otherwise implied any commitment to support appointing back any incumbent directors who fail to be re-elected due to the proxy
contest. The “needs” as Blackwells sees them would clearly fail to be served by Trian’s desires. Blackwells has
always held (and has previously publicly stated) that it believes that Trian’s campaign is an effort to displace, and, if
successful, would result in the displacement of, experienced voices in the boardroom to the detriment of Disney shareholders.1

1 “Blackwells
                                            Capital Calls on Trian to End its Misguided and ‘Ego-Driven’ Campaign to Seek
                                            Board Representation at Disney” (November 30, 2023), publicly available at https://www.globenewswire.com/news-release/2023/11/30/2788983/0/en/Blackwells-Capital-Calls-on-Trian-to-End-its-Misguided-and-Ego-Driven-Campaign-to-Seek-Board-Representation-at-Disney.html.

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    Securities
    and Exchange Commission   January 18, 2024   Page 2

 ● that
                                            Trian’s solicitation in 2023 was “unnecessary”;

RESPONSE:
Blackwells’ statement that Trian’s solicitation in 2023 was “unnecessary” is the logical conclusion of
Blackwells’ stated belief that “Disney’s current leadership is invaluable to its shareholders….”2 Blackwells
so strongly believes this that in addition to nominating candidates that Blackwells expects will complement the skillsets and
experience of the current Board, Blackwells has submitted a shareholder proposal specifying that any incumbent director outvoted by
any non-Disney nominees be immediately appointed back to the Board following the completion of the 2024 Annual Meeting. We note that
the idea that Trian’s solicitation in 2023 was “unnecessary” is not a novel one.3 On
February 9, 2023, Reuters reported that a positive earnings and restructuring announcement by Disney on February 8, 2023
“handicapped [Mr. Peltz’s] chances of winning a protracted battle” and that “[p]eople familiar with
Peltz’s thinking said he now felt it unnecessary to expend time and money on [the Disney] fight.”4 Indeed,
it appears that Trian also felt that its solicitation in connection with the Company’s 2023 annual meeting of shareholders was
“unnecessary,” as the fund terminated the solicitation 53 days prior to the date of the 2023 annual meeting of shareholders.5 There
is no evidence that Trian terminated its solicitation as a result of any implied or express agreement with the Company. If Trian did
not believe its 2023 solicitation was necessary, it is difficult to see why any other shareholder would think otherwise.

 ● that
                                            “...Mr. Peltz’s latest effort is driven by animus against Mr. Iger, and an ego-
                                            driven urge to claim credit for a transformation already underway”;

RESPONSE:
Blackwells’ statement regarding Mr. Peltz’s ego and animus against Mr. Iger is clearly qualified as an opinion, as the
assertion is preceded by the phrase, “…we believe.” Blackwells believes that the animus stems in part from Mr.
Peltz’s lack of success in Trian’s 2023 campaign—the “unnecessary proxy fight.” Blackwells
respectfully submits that Mr. Peltz’s animosity towards Mr. Iger is evidenced by Trian’s partnership with two
individuals with longstanding grudges against Disney. First, Isaac Perlmutter, a former Disney executive, owns 78% of the shares of
the Company over which Mr. Peltz, through a voting arrangement, claims beneficial ownership.6
Mr. Perlmutter, who stridently supported Trian’s 2023 proxy fight against the Company, served as the Chairman of Marvel
Entertainment (“Marvel”) until his termination by Disney on March 28, 2023. Mr. Perlmutter was previously removed from
his role as Chief Executive Officer of Marvel in 2015. In response to Trian’s announcement that it intended to renew its proxy
battle against Disney, Disney itself stated that Mr. Perlmutter “was terminated from his employment by Disney … and has
voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other
shareholders.”7 Mr. Perlmutter had a 30 year tenure at Marvel and was at the
helm when Marvel was acquired by Disney in 2009.

Blackwells
also submits that Trian’s nomination of Jay Rasulo further evidences Mr. Peltz’s hostility towards Mr. Iger. Mr. Rasulo was
employed by Disney from 1986 until 2015, when he resigned from his position as Chief Financial Officer after being passed over for the
role of Chief Operating Officer, much to the dismay of his close friend, Mr. Perlmutter. Mr. Rasulo was once considered to be a possible
successor to Mr. Iger.

2 See,
                                            Soliciting Material under §240.14a-12, filed on Schedule 14A with the Commission on
                                            January 3, 2024 https://www.sec.gov/Archives/edgar/data/1744489/000121390024000867/ea191101-dfan14a_blackwells.htm.

3 See,
                                            e.g., “Disney’s Nelson Peltz drama ‘an unnecessary distraction’ for
                                            Bob Iger: Analyst” (January 12, 2023), publicly available at https://finance.yahoo.com/news/disneys-nelson-peltz-drama-an-unnecessary-distraction-for-bob-iger-analyst-180957208.html.

4 See,
                                            “Activist Peltz makes nice with Disney, ends board challenge” (February 9, 2023),
                                            publicly available at https://www.reuters.com/business/media-telecom/peltz-trian-ends-disney-board-challenge-after-ceo-iger-lays-out-key-changes-2023-02-09/.

5 Id.;
                                            Reuters reported Trian ended its 2023 solicitation on February 9, 2023, 53 days prior to
                                            the Company’s 2023 annual meeting of shareholders, which was held on April 3, 2023.

6 See,
                                            “Disney Says Nelson Peltz Ally Ike Perlmutter Has “Longstanding Personal Agenda”
                                            Against Bob Iger As Battle Heats Up” (November 30, 2023), publicly available at https://deadline.com/2023/11/nelson-peltz-trian-disney-board-bob-iger-1235644125/.
                                            See also, “Peltz’s Push for Disney Board Seats Boosted by Perlmutter’s
                                            Shares” (October 30, 2023), publicly available at https://www.wsj.com/business/media/peltzs-push-for-disney-board-seats-boosted-by-perlmutters-shares-a91f121e.

7 See,
                                            “Statement from The Walt Disney Company” (November 30, 2023), publicly available
                                            at https://thewaltdisneycompany.com/statement-from-the-walt-disney-company-3/.

    Securities
    and Exchange Commission   January 18, 2024   Page 3

Blackwells
respectfully submits further that Mr. Peltz’s animosity towards Mr. Iger has not been a secret, as his public statements regarding
Disney and Mr. Iger attest. Mr. Peltz has been a vocal critic of Mr. Iger and the direction of Disney under his leadership for years.

Blackwells
believes that Disney is a company in the midst of a marked transformation, initiated by Mr. Iger and his team following Mr. Iger’s
return as Chief Executive Officer. The goal of the transformation is “to make Disney’s businesses more efficient and effective,
reinvigorate the creative engines that are foundational to all the company does, maximize Disney’s greatest brand and franchise
assets and confront this period of significant industry disruption from a position of unrivaled strength.”8
The transformation has already yielded results, with Mr. Iger recently highlighting that management changes and efficiency
improvements have created “a more cost-effective, coordinated and streamlined approach to [Disney’s] operations.”9
Cost cutting across the enterprise, has put “the Company on track to achieve roughly $7.5 billion in cost reductions
– approximately $2 billion more than we originally targeted.”10 Further,
Disney has drastically improved its direct-to-consumer operating income and approaches profitability in streaming.11
Blackwells believes that the attacks by Mr. Peltz ring hollow in light of the Company’s recent performance and direction
and that Mr. Peltz hopes to take credit for a turnaround that is already well underway.

    ●
    your reference to a “disgruntled
    former Disney employee”; and,

RESPONSE:
Blackwells’ statement is supported by various reports that Mr. Rasulo was an executive at the Company but resigned from the Company
after he was “passed over” as chief operating officer, which media outlets speculate meant he would not be considered for
the position of future chief executive officer of the Company.12 This is despite Mr.
Rasulo once being considered a potential successor to Mr. Iger.13 Further, Mr. Rasulo
has also publicly stated, “[t]he Disney I know and love has lost its way…,” which indicates Mr. Rasulo’s dissatisfaction
with the direction of the Company under the leadership of Mr. Iger.14 Mr. Rasulo is also
a close friend of Mr. Perlmutter, who, as discussed above, Blackwells believes has his own grudge against Mr. Iger and the Company.

8 See,
                                            Preliminary Proxy Statement of The Walt Disney Company, filed on Schedule 14A with the Commission
                                            on January 16, 2024, publicly available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448924000050/dis-20240116.htm.

9 Id.

10 Id.

11 Id.

12 See,
                                            e.g., “Disney prepares for bitter battle as activist Peltz seeks two board seats”
                                            (December 14, 2023), publicly available at https://www.reuters.com/business/media-telecom/disney-prepares-bitter-battle-activist-peltz-seeks-two-board-seats-2023-12-14/;
                                            “Disney CFO Jay Rasulo, passed over for No. 2 role, will step down” (June 1,
                                            2015), publicly available at https://www.latimes.com/entertainment/envelope/cotown/la-et-ct-disney-jay-rasulo-20150601-story.html.

13 See,
                                            “Disney prepares for bitter battle as activist Peltz seeks two board seats” (December
                                            14, 2023), publicly available at https://www.reuters.com/business/media-telecom/disney-prepares-bitter-battle-activist-peltz-seeks-two-board-seats-2023-12-14/.

14 See,
                                            “Trian Nominates Two Candidates to The Walt Disney Company Board” (December 14,
                                            2023), publicly available at https://www.globenewswire.com/news-release/2023/12/14/2796424/0/en/Trian-Nominates-Two-Candidates-to-The-Walt-Disney-Company-Board.html.

    Securities
    and Exchange Commission   January 18, 2024   Page 4

 ● that
                                            “Mr. Peltz and his coterie seem to fail that test, time and time again” in reference
                                            to your belief that “Individuals seeking to gain representation on Disney’s Board
                                            must have skillsets that the Board needs as well as a demonstrable record of creating value
                                            for all stakeholders.”

RESPONSE:
In support of this assertion, Blackwells respectfully submits that a January 2023 case study by Yale School of Management has
concluded that more often than not, companies that have (or had) Mr. Peltz on their board of directors underperform the S&P 500
during the entirety of Mr. Peltz’s tenure on the board.15 Prominent cases of
underperformance during Mr. Peltz’s board tenure include The Wendy’s Company, Mondelez International, Inc., Sysco
Corporation, Janus Henderson Group, Legg Mason Inc. and Madison Square