WESTERN DIGITAL CORP — Director's Dealing 2016

Jul 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2016-07-22

Reporting Person: LONG MARK P (EVP, Finance & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-22	Common Stock	M	1310.0	$0.0	Acquired	25058	Direct
2016-07-22	Common Stock	A	83327.0	$0.0	Acquired	108385	Direct
2016-07-22	Common Stock	F	16301.0	$52.4	Disposed	92084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-22	Dividend Equivalent Rights	$	M	436.9839	Disposed		Common Stock (436.9839)	Direct

Footnotes

F1: With respect to the dividend equivalents, 1,140.7994 were previously accrued based on target level performance, and an additional 2,136.6181 dividend equivalents were accrued in connection with a determination that the performance-based restricted stock units to which the dividend equivalents relate were achieved at a level greater than target. Of the total 3,277.4175 accrued dividend equivalents, 1,310 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 the performance-based restricted stock units to which the dividend equivalents relate, and the remaining accrued dividend equivalents will convert into, and be paid in the form of, shares of the issuers common stock in connection with the vesting of the performance-based restricted stock unit award to which the dividend equivalents relate. A cash amount equal to $49.85 was also paid to the holder to settle a fractional dividend

F2: Represents shares issued as payment in respect of the vesting of a performance-based restricted stock unit award. Of the total 83,327 shares, 33,330 vested on 7/22/2016, 33,330 shares will vest on 7/1/2017, and 16,667 shares will vest on 7/1/2018.

F3: Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

F4: The total number of derivative securities has been adjusted to reflect the cancellation of 549.7898 dividend equivalents in connection with the cancellation on 7/6/2016 of certain portions of the performance-based restricted stock unit award to which the dividend equivalents relate.