SEC Form 4 · accession 0001266824-15-000096
WESTERN DIGITAL CORP · WDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Cordano
Officer — President, HGST Subsidiary
Period of report
May 16, 2015
Accepted (ET)
May 19, 2015 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000106040
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 16, 2015 | M | 387 | $0.00 | A | 80,157 | D | |
| Common StockF1 | May 16, 2015 | F | 4,196 | $97.67 | D | 75,961 | D | |
| Common Stock | May 18, 2015 | M | 2,395 | $38.63 | A | 78,356 | D | |
| Common Stock | May 18, 2015 | M | 5,057 | $68.49 | A | 83,413 | D | |
| Common StockF3 | May 18, 2015 | S | 7,452 | $97.853 | D | 75,961 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF4 | — | May 16, 2015 | M | 388 | D | — | — | Common Stock | 388 | 2,128 | D |
| Employee Stock Option (right to buy)F5 | $38.63 | May 18, 2015 | M | 2,395 | D | May 16, 2013 | May 16, 2019 | Common Stock | 2,395 | 9,580 | D |
| Employee Stock Option (right to buy)F6 | $68.49 | May 18, 2015 | M | 5,057 | D | Aug 14, 2014 | Aug 14, 2020 | Common Stock | 5,057 | 45,511 | D |
Explanation of responses
- F1Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F2These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 21, 2014.
- F3Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $97.8401 to a high of $97.8585. 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 sold at each separate price.
- F4The dividend equivalents were converted into, and paid in the form of, shares of the issuer's common stock on a one-for-one basis in connection with the vesting of restricted stock units to which the dividend equivalents relate. A cash amount equal to $97.36 was also paid to the holder to settle a fractional dividend equivalent of 0.9968.
- F5The option vested 25% one year from the grant date of 5/16/2012, and an additional 6.25% vested at the end of each three-month period through 5/16/2015. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 5/16/2016.
- F6The option vested 25% one year from the grant date of 8/14/2013, and an additional 6.25% vested at the end of each three-month period through 5/14/2015. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 8/14/2017.