WESTERN DIGITAL CORP — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2015-08-14

Reporting Person: LONG MARK P (EVP, Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-14	Common Stock	M	287.0	$0.0	Acquired	36590	Direct
2015-08-14	Common Stock	F	4439.0	$82.5	Disposed	32151	Direct
2015-08-17	Common Stock	M	876.0	$48.63	Acquired	33027	Direct
2015-08-17	Common Stock	S	4946.0	$82.02	Disposed	28081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-14	Dividend Equivalent Rights	$	M	287.3161	Disposed		Common Stock (287.3161)	Direct
2015-08-17	Employee Stock Option (right to buy)	$48.63	M	876.0	Disposed	2020-02-13	Common Stock (876)	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 $26.08 was also paid to the holder to settle a fractional dividend equivalent of 0.3161.

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 18, 2014.

F4: The option vested 25% one year from the grant date of 2/13/2013, and an additional 6.25% vested at the end of each three-month period through 8/13/2015. 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.