SEC Form 4 · accession 0001242648-16-000078
SANDISK CORP · SNDK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judy Bruner
Officer — Exec. VP, Administration, CFO
Period of report
May 12, 2016
Accepted (ET)
May 13, 2016 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001000180
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | May 12, 2016 | D | 119,657 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF6,F5 | $48.85 | May 12, 2016 | D | 3,713 | D | — | Feb 21, 2018 | Common Stock | 3,713 | 0 | D |
| Employee Stock OptionF6,F5 | $47.79 | May 12, 2016 | D | 15,469 | D | — | Feb 16, 2019 | Common Stock | 15,469 | 0 | D |
| Employee Stock OptionF6,F7 | $51.71 | May 12, 2016 | D | 52,500 | D | — | Feb 14, 2020 | Common Stock | 52,500 | 0 | D |
| Employee Stock OptionF6,F7 | $74.59 | May 12, 2016 | D | 52,500 | D | — | Feb 17, 2021 | Common Stock | 52,500 | 0 | D |
| Employee Stock OptionF8,F7 | $82.20 | May 12, 2016 | D | 45,000 | D | — | Feb 16, 2022 | Common Stock | 45,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2015 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among SanDisk Corporation (the "Issuer"), Western Digital Corporation ("Western Digital") and Schrader Acquisition Corporation ("Merger Sub").
- F2Includes 65,282 shares of Issuer common stock and 54,375 shares of Issuer common stock subject to restricted stock units ("RSUs"), the vesting of which was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time"). The initial award of these RSUs may have been disclosed on Table II of the applicable Form 4. Each RSU represents a contingent right to acquire one share of Issuer common stock.
- F3Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each share of Issuer common stock was cancelled and automatically converted into the right to receive $67.50 in cash, without interest, and 0.2387 shares of Western Digital common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Merger Consideration is $76.18 per share, based on the trading price of Western Digital common stock as of end of trading on May 12, 2016.
- F4Disposed of pursuant to an agreement between the Reporting Person and Western Digital, whereby at the Effective Time each outstanding and vested Issuer RSU was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration, using, for the non-cash portion of the Merger Consideration, a stock consideration value of the product of (i) 0.2387 and (ii) the volume weighted average trading price of Western Digital common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time. Notwithstanding the foregoing, these proceeds will be retained in trust by the Issuer and become payable to the Reporting Person only upon the date that is six months and one day after such Reporting Person's separation from service to the Issuer.
- F5This option was exercisable with respect to 25% of the option shares on the first anniversary of the vesting commencement date, which was seven years before the identified expiration date, and the balance in equal quarterly installments over the next three years thereafter, subject in each case to continued service.
- F6Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the stock portion of the vested option consideration, if any, to reduce the number of shares delivered to the Reporting Person, and thereafter reduced the cash delivered to the Reporting Person).
- F7This option was originally scheduled to become exercisable with respect to 25% of the option shares on the first anniversary of the vesting commencement date, which was seven years before the identified expiration date, and the balance in equal quarterly installments over the next three years thereafter, subject in each case to continued service, but the vesting was fully accelerated immediately prior to the Merger.
- F8Pursuant to the Merger Agreement, each Underwater Option was assumed and converted into an option to purchase that number of shares of Western Digital common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer stock option and (ii) the quotient obtained by dividing (A) the volume weighted average trading price of Issuer common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time by (B) the volume weighted average trading price of Western Digital common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time (such quotient, the "Equity Conversion Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price applicable to such Issuer stock option immediately prior to the Effective Time by (2) the Equity Conversion Ratio.