SEC Form 4 · accession 0001266824-18-000055
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
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 7:20 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 StockF1 | Mar 6, 2018 | A | 80,586 | $0.00 | A | 119,522 | D | |
| Common StockF2 | Mar 7, 2018 | M | 2,538 | $0.00 | A | 122,060 | D | |
| Common StockF3 | Mar 7, 2018 | F | 21,235 | $95.27 | D | 100,825 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF4 | — | Mar 6, 2018 | A | 3,385 | A | — | — | Common Stock | 3,385 | 7,216 | D |
| Dividend Equivalent RightsF2 | — | Mar 7, 2018 | M | 2,539 | D | — | — | Common Stock | 2,539 | 4,678 | D |
Explanation of responses
- F1Represents stock units that have been earned by the Reporting Person as payment in respect of the vesting of performance-based restricted stock units. Of these shares 40,293 vested on March 7, 2018 and 40,293 will vest on March 7, 2019.
- F2Represents dividend equivalents that 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 $72.23 was also paid to the Reporting Person to settle a fractional dividend equivalent of 0.7582.
- F3Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F4The dividend equivalents 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.