SEC Form 4 · accession 0001363249-15-000002
WESTERN DIGITAL CORP · WDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen D Milligan
Officer — President & CEO · Director
Period of report
Mar 19, 2015
Accepted (ET)
Mar 23, 2015 · 7:34 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 | Mar 19, 2015 | M | 6,164 | $43.11 | A | 144,372 | D | |
| Common Stock | Mar 19, 2015 | M | 7,712 | $38.19 | A | 152,084 | D | |
| Common StockF2 | Mar 19, 2015 | S | 13,876 | $98.6707 | D | 138,208 | D | |
| Common StockF3 | Mar 19, 2015 | M | 789 | $0.00 | A | 138,997 | D | |
| Common StockF4 | Mar 19, 2015 | F | 9,049 | $99.30 | D | 129,948 | D | |
| Common StockF6 | Mar 20, 2015 | S | 7,504 | $99.7892 | D | 122,444 | D | |
| Common StockF7 | Mar 20, 2015 | S | 10,782 | $100.4369 | D | 111,662 | 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 RightsF8 | — | Mar 19, 2015 | M | 790 | D | — | — | Common Stock | 790 | 4,608 | D |
| Employee Stock Option (right to buy)F9 | $38.19 | Mar 19, 2015 | M | 7,712 | D | Mar 19, 2013 | Mar 19, 2019 | Common Stock | 7,712 | 30,850 | D |
| Employee Stock Option (right to buy)F10 | $43.11 | Mar 19, 2015 | M | 6,164 | D | Sep 6, 2013 | Sep 16, 2019 | Common Stock | 6,164 | 36,981 | 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 10, 2014.
- F10The option vested 25% one year from the grant date of 9/6/2012, and an additional 6.25% vested at the end of each three-month period through 3/6/2015. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/6/2016.
- F2Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $98.16 to a high of $99.10. 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 $93.17 was also paid to the holder to settle a fractional dividend equivalent of 0.9383.
- F4Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F5The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2014.
- F6Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $99.15 to a high of $100.14. 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 $100.15 to a high of $101.02. 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.
- F8The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
- F9The option vested 25% one year from the grant date of 3/19/2012, and an additional 6.25% vested at the end of each three-month period through 3/19/2015. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 3/19/2016.