SEC Form 4 · accession 0001242648-16-000089

SANDISK CORP · SNDK

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

Reporting owner

Sumit Sadana

Officer — EVP, CSO & GM Enterprise

Period of report

May 11, 2016

Accepted (ET)

May 13, 2016 · 6:58 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 Stock^F1,F2	May 11, 2016	S	23,977	$76.30	D	50,000	D
Common Stock^F2,F4,F5,F6	May 12, 2016	D	50,000	—	D	0	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	$48.85	May 12, 2016	D	2,475	D	—	Feb 21, 2018	Common Stock	2,475	D
Employee Stock Option^F8,F7	$47.79	May 12, 2016	D	11,719	D	—	Feb 16, 2019	Common Stock	11,719	D
Employee Stock Option^F8,F9	$51.71	May 12, 2016	D	21,094	D	—	Feb 14, 2020	Common Stock	21,094	D
Employee Stock Option^F8,F9	$74.59	May 12, 2016	D	37,500	D	—	Feb 17, 2021	Common Stock	37,500	D
Employee Stock Option^F10,F9	$82.20	May 12, 2016	D	37,500	D	—	Feb 16, 2022	Common Stock	37,500	D

Explanation of responses

F1These shares were sold in multiple transactions. Full information regarding the number of shares sold in each transaction will be provided, upon request, to the Commission staff, the Issuer or a security holder of the Issuer.
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.
F2Includes 50,000 shares of Issuer common stock subject to restricted stock units ("RSUs"). 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 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").
F4The vesting of these RSUs was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time").
F5Disposed 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.
F6Disposed 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.
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.