WESTERN DIGITAL CORP — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2012-11-08

Reporting Person: MASSENGILL MATTHEW E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-08	Common Stock	A	6458	—	Acquired	80325	Direct
2012-11-11	Common Stock	M	22	—	Acquired	80347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-11	Dividend Equivalent Rights	$	M	22.6853	Disposed		Common Stock (22.6853)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4007	Indirect

Footnotes

F1: Represents the grant of restricted stock units to the reporting person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: The 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 $24.06 was also paid to the holder to settle a fractional dividend equivalent of 0.6853.