SEC Form 4 · accession 0001266824-18-000042

WESTERN DIGITAL CORP · WDC

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

Reporting owner

Srinivasan Sivaram

Officer — EVP, Memory Technology

Period of report

Feb 16, 2018

Accepted (ET)

Feb 21, 2018 · 8:11 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
Common Stock^F1	Feb 16, 2018	M	506	$0.00	A	103,251	D
Common Stock^F2	Feb 16, 2018	F	3,703	$84.91	D	99,548	D
Common Stock^F3	Feb 17, 2018	M	253	$0.00	A	99,801	D
Common Stock^F2	Feb 17, 2018	F	2,447	$84.91	D	97,354	D
Common Stock^F4	Feb 18, 2018	M	101	$0.00	A	97,455	D
Common Stock^F2	Feb 18, 2018	F	1,042	$84.91	D	96,413	D
Common Stock^F6	Feb 21, 2018	S	8,765	$86.6319	D	87,648	D
Common Stock^F7	Feb 21, 2018	S	2,100	$87.0381	D	85,548	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 Rights^F1	—	Feb 16, 2018	M	506	D	—	—	Common Stock	506	3,322	D
Dividend Equivalent Rights^F3	—	Feb 17, 2018	M	253	D	—	—	Common Stock	253	3,069	D
Dividend Equivalent Rights^F4	—	Feb 18, 2018	M	101	D	—	—	Common Stock	101	2,968	D

Explanation of responses

F1The 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 $18.03 was also paid to the holder to settle a fractional dividend equivalent of 0.2123.
F2Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
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 $9.02 was also paid to the holder to settle a fractional dividend equivalent of 0.1062.
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 $19.74 was also paid to the holder to settle a fractional dividend equivalent of 0.2325.
F5The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2017.
F6Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $85.99 to a high of $86.98. 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.
F7Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.99 to a high of $87.12. 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.