WESTERN DIGITAL CORP — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2014-03-06

Reporting Person: MILLIGAN STEPHEN D (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	M	6163.0	$43.11	Acquired	129255	Direct
2014-03-06	Common Stock	S	4182.0	$87.4556	Disposed	125073	Direct
2014-03-06	Common Stock	S	1981.0	$88.2632	Disposed	123092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Employee Stock Option (right to buy)	$43.11	M	6163.0	Disposed	2019-09-16	Common Stock (6163)	Direct

Footnotes

F1: These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 20, 2013.

F2: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $87.03 to a high of $88.02. 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: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $88.08 to a high of $88.49. 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.

F4: The option vested 25% one year from the grant date of 9/6/2012, and an additional 6.25% vested at the end of each three-month period through 3/6/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/6/2016.