SEC Form 4 · accession 0001266824-17-000154
WESTERN DIGITAL CORP · WDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark P Long
Officer — Pres WD Capital, CSO & CFO
Period of report
Jul 19, 2017
Accepted (ET)
Jul 20, 2017 · 9:07 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 | Jul 19, 2017 | M | 1,545 | $0.00 | A | 53,551 | D | |
| Common StockF2 | Jul 19, 2017 | A | 56,551 | $0.00 | A | 110,102 | D | |
| Common StockF3 | Jul 19, 2017 | F | 12,609 | $94.48 | D | 97,493 | D | |
| Common StockF5 | Jul 19, 2017 | S | 17,028 | $93.8435 | D | 80,465 | D | |
| Common StockF6 | Jul 20, 2017 | S | 11,557 | $94.8242 | D | 68,908 | 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 RightsF1 | — | Jul 19, 2017 | M | 1,546 | D | — | — | Common Stock | 1,546 | 6,536 | D |
Explanation of responses
- F1With respect to the dividend equivalents, an additional 2,502.8198 dividend equivalents were accrued in connection with a determination that the performance-based restricted stock units to which the dividend equivalents relate were achieved at a level greater than target. Of the total 3,863.6843 accrued dividend equivalents, 1,545 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 the performance-based restricted stock units to which the dividend equivalents relate, and the remaining accrued dividend equivalents will convert into, and be paid in the form of, shares of the Issuers common stock in connection with the vesting of the performance-based restricted stock unit award to which the dividend equivalents relate. A cash amount equal to $51.21 was also paid to the holder to settle a fractional dividend of 0.5420.
- F2Represents shares issued as payment in respect of the vesting of a performance-based restricted stock unit award. Of the total 56,551 shares, 22,621 vested on 7/22/2016, 22,620 shares will vest on 6/30/2018, and 11,310 shares will vest on 6/30/2019.
- F3Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2017.
- F5Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $93.48 to a high of $94.31. 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.
- F6Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $94.28 to a high of $95.01. 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.