WESTERN DIGITAL CORP — Director's Dealing 2014

May 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2014-05-16

Reporting Person: RAY MICHAEL CHARLES (Sr. VP, Gen Cnsl & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-16	Common Stock	M	147.0	$0.0	Acquired	34030	Direct
2014-05-16	Common Stock	F	2009.0	$85.91	Disposed	32021	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-16	Dividend Equivalent Rights	$	M	147.7528	Disposed		Common Stock (147.7528)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7.7217	Indirect

Footnotes

F1: 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 $64.67 was also paid to the holder to settle a fractional dividend equivalent of 0.7528.

F2: Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).