SEC Form 4 · accession 0001363249-15-000018
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
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 7:23 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 StockF1 | Sep 11, 2015 | M | 151 | $0.00 | A | 126,135 | D | |
| Common StockF2 | Sep 11, 2015 | F | 3,996 | $80.53 | D | 122,139 | D | |
| Common Stock | Sep 11, 2015 | M | 6,164 | $43.11 | A | 128,303 | D | |
| Common StockF4 | Sep 11, 2015 | S | 5,164 | $80.0974 | D | 123,139 | D | |
| Common StockF5 | Sep 11, 2015 | S | 900 | $81.1456 | D | 122,239 | D | |
| Common Stock | Sep 11, 2015 | S | 100 | $81.80 | D | 122,139 | D | |
| Common StockF6 | Sep 14, 2015 | S | 8,950 | $80.7004 | D | 113,189 | 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 RightsF1 | — | Sep 11, 2015 | M | 151 | D | — | — | Common Stock | 151 | 2,282 | D |
| Employee Stock Option (right to buy)F7 | $43.11 | Sep 11, 2015 | M | 6,164 | D | Sep 6, 2013 | Sep 6, 2019 | Common Stock | 6,164 | 24,654 | 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 $13.58 was also paid to the holder to settle a fractional dividend equivalent of 0.1686.
- F2Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
- F3These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2015.
- F4Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $79.7480 to a high of $80.69. 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.
- F5Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $80.79 to a high of $81.56. 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.
- F6Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $80.08 to a high of $81.07. 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.
- F7The 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 9/6/2015. 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.