SEC Form 4 · accession 0001266824-18-000032

WESTERN DIGITAL CORP · WDC

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

Reporting owner

Michael Charles Ray

Officer — EVP, Chief Legal Officer & Sec

Period of report

Jan 30, 2018

Accepted (ET)

Feb 1, 2018 · 7:30 pm EST

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	Jan 30, 2018	M	21,935	$44.78	A	70,164	D
Common Stock^F2	Jan 30, 2018	S	21,425	$86.3282	D	48,739	D
Common Stock^F3	Jan 30, 2018	S	9,803	$86.6788	D	38,936	D
Common Stock	Jan 31, 2018	M	2,416	$68.53	A	41,352	D
Common Stock	Jan 31, 2018	M	1,365	$68.49	A	42,717	D
Common Stock	Jan 31, 2018	S	3,781	$89.18	D	38,936	D
Common Stock	holding	—	—		—	9	I	by Trust 401(K)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4	$44.78	Jan 30, 2018	M	21,935	D	Aug 3, 2017	Aug 3, 2023	Common Stock	21,935	48,255	D
Employee Stock Option (right to buy)^F5	$68.49	Jan 31, 2018	M	1,365	D	Aug 14, 2014	Aug 14, 2020	Common Stock	1,365	0	D
Employee Stock Option (right to buy)^F6	$68.53	Jan 31, 2018	M	2,416	D	Nov 3, 2016	Nov 3, 2022	Common Stock	2,416	9,664	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 October 30, 2017.
F2Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $85.58 to a high of $86.57. 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.
F3Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.58 to a high of $86.88. 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 option vested 25% one year from the grant date of 8/3/2016, and an additional 6.25% vested at the end of each three-month period through 11/3/2017. 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.
F5The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
F6The option vested 25% one year from the grant date of 11/3/2015, and an additional 6.25% vested at the end of each three-month period through 11/3/2017. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 11/3/2019.

Remarks

The Reporting Person acquired an aggregate of 0.0501 shares of WDC common stock under a reinvestment feature of the Issuer's 401(k) plan since his last filing. The reported indirect holdings are based on shares held under the 401(k) plan as reported on January 30, 2018.