WESTERN DIGITAL CORP — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2012-08-03

Reporting Person: WELSH JAMES K (EVP & GM, Branded Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common Stock	M	2133	$23.78	Acquired	67592	Direct
2012-08-03	Common Stock	M	2406	$26.17	Acquired	69998	Direct
2012-08-03	Common Stock	M	4500	$16.85	Acquired	74498	Direct
2012-08-03	Common Stock	S	9039	$40.6704	Disposed	65459	Direct
2012-08-06	Common Stock	M	4500	$16.85	Acquired	69959	Direct
2012-08-06	Common Stock	M	461	$26.17	Acquired	70420	Direct
2012-08-06	Common Stock	S	4961	$41.1619	Disposed	65459	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	Employee Stock Option (right to buy)	$16.85	M	4500	Disposed	2016-02-04	Common Stock (4500)	Direct
2012-08-06	Employee Stock Option (right to buy)	$16.85	M	4500	Disposed	2016-02-04	Common Stock (4500)	Direct
2012-08-03	Employee Stock Option (right to buy)	$23.78	M	2133	Disposed	2015-09-11	Common Stock (2133)	Direct
2012-08-03	Employee Stock Option (right to buy)	$26.17	M	2406	Disposed	2017-09-08	Common Stock (2406)	Direct
2012-08-06	Employee Stock Option (right to buy)	$26.17	M	461	Disposed	2017-09-08	Common Stock (461)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1450	Indirect

Footnotes

F1: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $40.62 to a high of $40.75. 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.

F2: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $41.16 to a high of $41.162. 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.

F3: The option vested 25% one year from the grant date of 2/4/2009, and an additional 6.25% vested at the end of each three-month period through 5/4/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 2/4/2013.

F4: The option vested 25% one year from the grant date of 2/4/2009, and an additional 6.25% vested at the end of each three-month period through 8/4/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 2/4/2013.

F5: The option vested 25% one year from the grant date of 9/11/2008, and an additional 6.25% vested at the end of each three-month period through 6/11/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/11/2012.

F6: The option vested 25% one year from the grant date of 9/8/2010, and an additional 6.25% vested at the end of each three-month period through 6/8/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/8/2014.