Wal Mart Stores : Statement of Changes in Beneficial Ownership

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 or

Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

WALTON JIM C			Walmart Inc. [ WMT ]	_____ Director	__ X __ 10% Owner
(Last)	(First)	(Middle)	3. Date of Earliest Transaction (MM/DD/YYYY)
				_____ Officer (give title below)	_____ Other (specify below)

P.O. BOX 1860

3/26/2019

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

BENTONVILLE, AR 72712

_ X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

3/26/2019

S

1271264

D

$98.4225

(1)

16039072

I

By Trust

Common Stock

3/26/2019

J(2)

300000

D

$0 (2)

15739072

I

By Trust

(2)

Common Stock

3/27/2019

S

1110815

D

$97.2089

(3)

14628257

I

By Trust

Common Stock

3/27/2019

S

369281

D

$98.3923

(4)

14258976

I

By Trust

(5)

Common Stock

17502080

D

By

Limited

Common Stock

1415891131

I

Liability

Company

(6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Date

Expiration

Title

Amount or Number of

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Shares

Transaction(s)

(I) (Instr.

(Instr. 4)

4)

Explanation of Responses:

(1)This sale from the Walton Family Holdings Trust (the "Trust") was executed in multiple trades at prices ranging from $98.05 to $98.83, inclusive. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.

(2)The transaction is a distribution of 300,000 shares of Common Stock, for no consideration, by the Trust to a beneficiary of the Trust.

(3)This sale from the Trust was executed in multiple trades at prices ranging from $97.00 to $97.99, inclusive. The price reported above reflects the weighted average sales price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.

(4)This sale from the Trust was executed in multiple trades at prices ranging from $98.00 to $98.86, inclusive. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.

(5)The reporting person is a trustee of the Trust, the entity that owns 14,258,976 shares of Common Stock. The reporting person disclaims beneficial ownership of the reported securities held by the Trust except to the extent of his pecuniary interest therein.

(6)The reporting person is a member of Walton Enterprises, LLC, the entity that owns 1,415,891,131 shares of Common Stock. The reporting person disclaims beneficial ownership of the reported securities held by such LLC except to the extent of his pecuniary interest therein.

Reporting Owners

Reporting Owner Name / Address		Relationships
	Director	10% OwnerOfficerOther
WALTON JIM C
P.O. BOX 1860		X
BENTONVILLE, AR 72712
Signatures
/s/ Jennifer F. Rudolph, by Power of Attorney				3/28/2019
**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.

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