SEC Form 4 · accession 0001266824-16-000301
WESTERN DIGITAL CORP · WDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sanjay Mehrotra
Director
Period of report
May 12, 2016
Accepted (ET)
May 16, 2016 · 7:58 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 StockF1 | May 12, 2016 | A | 1,699 | $0.00 | A | 1,699 | D | |
| Common StockF2 | May 12, 2016 | A | 7,477 | — | A | 7,477 | I | By Family Trust |
| Common StockF2 | May 12, 2016 | A | 19,192 | — | A | 19,192 | I | by GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F4,F3 | $40.85 | May 12, 2016 | A | 379,350 | A | — | May 12, 2017 | Common Stock | 379,350 | 379,350 | D |
Explanation of responses
- F1Represents the grant of restricted stock units to the reporting person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F2Acquired in connection with the merger (the ?Merger?) of a wholly owned subsidiary of the Issuer (?Merger Sub?) with and into SanDisk Corporation (?SanDisk?) pursuant to the Agreement and Plan of Merger, dated October 21, 2015, by and among the Issuer, Merger Sub and SanDisk (the ?Merger Agreement?). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of SanDisk common stock owned by the reporting person was converted into the right to receive $67.50 in cash and 0.2387 shares of the Issuer?s common stock. On the effective date of the Merger, the closing price of the Issuer?s common stock was $36.36 per share.
- F3The stock option is fully vested and immediately exercisable.
- F4Acquired in connection with the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, the reporting person?s stock option to acquire 187,500 shares of SanDisk common stock for $82.63 per share was assumed by the Issuer and converted into an option to acquire shares of the Issuer?s common stock.