WESTERN DIGITAL CORP — Director's Dealing 2012

Dec 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2012-12-26

Reporting Person: MASSENGILL MATTHEW E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Common Stock	G	20254	—	Disposed	15093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Dividend Equivalent Rights	$	A	90.0057	Acquired		Common Stock (90.0057)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4007	Indirect

Footnotes

F1: This transaction relates to a gift of shares by the reporting person to an irrevocable trust for the benefit of an immediate family member and is being reported on a voluntary basis. The reporting person is not the trustee of the trust.

F2: The 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.