WESTERN DIGITAL CORP — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2012-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Common Stock	M	7439	$28.09	Acquired	61905	Direct
2012-03-12	Common Stock	M	18072	$26.17	Acquired	79977	Direct
2012-03-12	Common Stock	M	5077	$23.46	Acquired	85054	Direct
2012-03-12	Common Stock	M	10665	$23.78	Acquired	95719	Direct
2012-03-12	Common Stock	M	18002	$16.85	Acquired	113721	Direct
2012-03-12	Common Stock	S	65779	$39.9798	Disposed	47942	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Employee Stock Option (right to buy)	$16.85	M	18002	Disposed	2016-02-04	Common Stock (18002)	Direct
2012-03-12	Employee Stock Option (right to buy)	$23.46	M	5077	Disposed	2014-09-12	Common Stock (5077)	Direct
2012-03-12	Employee Stock Option (right to buy)	$23.78	M	10665	Disposed	2015-09-11	Common Stock (10665)	Direct
2012-03-12	Employee Stock Option (right to buy)	$26.17	M	18072	Disposed	2017-09-08	Common Stock (18072)	Direct
2012-03-12	Employee Stock Option (right to buy)	$28.09	M	7439	Disposed	2015-02-06	Common Stock (7439)	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 $39.77 to a high of $40.195. 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: 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 2/4/2012. 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.

F3: The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.

F4: 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 3/11/2012. 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.

F5: 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 3/8/2012. 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.