SEC Form 4 · accession 0001266824-17-000175
WESTERN DIGITAL CORP · WDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jacqueline DeMaria
Officer — EVP & Chief Human Res Officer
Period of report
Aug 3, 2017
Accepted (ET)
Aug 7, 2017 · 8:04 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 | Aug 3, 2017 | M | 14,358 | $44.78 | A | 75,772 | D | |
| Common StockF2 | Aug 3, 2017 | S | 14,358 | $84.5252 | D | 61,414 | D | |
| Common StockF3 | Aug 3, 2017 | M | 174 | $0.00 | A | 61,588 | D | |
| Common StockF4 | Aug 3, 2017 | F | 3,348 | $84.51 | D | 58,240 | D | |
| Common StockF5 | Aug 4, 2017 | M | 175 | $0.00 | A | 58,415 | D | |
| Common StockF4 | Aug 4, 2017 | F | 1,428 | $81.17 | D | 56,987 | 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 RightsF3 | — | Aug 3, 2017 | M | 174 | D | — | — | Common Stock | 174 | 2,837 | D |
| Dividend Equivalent RightsF5 | — | Aug 4, 2017 | M | 175 | D | — | — | Common Stock | 175 | 2,662 | D |
| Employee Stock Option (right to buy)F6 | $44.78 | Aug 3, 2017 | M | 14,358 | D | Aug 3, 2017 | Aug 3, 2023 | Common Stock | 14,358 | 43,070 | D |
Explanation of responses
- F1These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2017.
- F2Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $84.26 to a high of $84.98. 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.
- F3The 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 $11.89 was also paid to the holder to settle a fractional dividend equivalent of 0.1407.
- F4Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F5The 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 $3.59 was also paid to the holder to settle a fractional dividend equivalent of 0.0442.
- F6The option vested 25% one year from the grant date of 8/3/2016. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 8/3/2020.