WESTERN DIGITAL CORP — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2014-02-13

Reporting Person: LONG MARK P (EVP, Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock	M	69	—	Acquired	29731	Direct
2014-02-13	Common Stock	F	1681	$86.67	Disposed	28050	Direct
2014-02-14	Common Stock	M	10517	$48.63	Acquired	38567	Direct
2014-02-14	Common Stock	S	13311	$86.4404	Disposed	25256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Dividend Equivalent Rights	$	M	69.0488	Disposed		Common Stock (69.0488)	Direct
2014-02-14	Employee Stock Option (right to buy)	$48.63	M	10517	Disposed	2020-02-13	Common Stock (10517)	Direct

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 $4.23 was also paid to the holder to settle a fractional dividend equivalent of 0.0488.

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

F3: These transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2013.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2013.

F5: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.355 to a high of $86.61. 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.

F6: The option vested 25% one year from the grant date of 2/13/2013. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 2/13/2017.