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: MILLIGAN STEPHEN D (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-22	Common Stock	M	2515.0	$0.0	Acquired	107621	Direct
2016-07-22	Common Stock	A	41744.0	$0.0	Acquired	149365	Direct
2016-07-22	Common Stock	F	21217.0	$52.4	Disposed	128148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-22	Dividend Equivalent Rights	$	M	2515.4415	Disposed		Common Stock (2515.4415)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22567	Indirect

Footnotes

F1: A total of 2,515 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. A cash amount equal to $23.13 was also paid to the holder to settle fractional dividend equivalents in an aggregate amount of 0.4415.

F2: Represents shares issued as payment in respect of the vesting of a performance-based restricted stock unit award.

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 199.1554 stock units previously credited in the form of dividend equivalent payments on stock units that did not vest.