SEC Form 4 · accession 0001242648-16-000085

SANDISK CORP · SNDK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sanjay Mehrotra

Officer — President/CEO · Director

Period of report

May 12, 2016

Accepted (ET)

May 13, 2016 · 6:45 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	D/I	Nature of ownership
Common Stock^F2,F5	May 12, 2016	D	31,327	—	D	I	By Trust
Common Stock^F2,F6	May 12, 2016	D	80,406	—	D	I	By GRAT
Common Stock^F4,F3	May 12, 2016	D	218,750	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option^F8,F7	$51.24	May 12, 2016	D	16,875	D	—	Jan 2, 2018	Common Stock	16,875	D
Employee Stock Option^F8,F7	$48.85	May 12, 2016	D	3,750	D	—	Feb 21, 2018	Common Stock	3,750	D
Employee Stock Option^F8,F7	$47.79	May 12, 2016	D	46,875	D	—	Feb 16, 2019	Common Stock	46,875	D
Employee Stock Option^F8,F9	$51.71	May 12, 2016	D	105,469	D	—	Feb 14, 2020	Common Stock	105,469	D
Employee Stock Option^F8,F9	$74.59	May 12, 2016	D	187,500	D	—	Feb 17, 2021	Common Stock	187,500	D
Employee Stock Option^F10,F9	$82.63	May 12, 2016	D	187,500	D	—	Feb 21, 2022	Common Stock	187,500	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").
F10Pursuant 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.
F2Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (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.
F3Disposed of pursuant to an agreement between the Reporting Person and Western Digital, whereby at the Effective Time each outstanding and vested Issuer restricted stock unit ("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.
F4Includes 218,750 shares of Issuer common stock subject to RSUs, the vesting of which was fully accelerated immediately prior to 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.
F5These shares of Issuer common stock are held by the Mehrotra Family Trust.
F6These shares of Issuer common stock are held by the Sanjay Mehrotra 2016 Grantor Retained Annuity Trust.
F7This 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.
F8Disposed 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).
F9This 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.