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WESTERN DIGITAL CORP Director's Dealing 2017

May 3, 2017

30166_dirs_2017-05-02_4904c2e6-8b59-4987-b7d7-0746c7d60bab.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2017-05-01

Reporting Person: DeMaria Jacqueline (EVP & Chief Human Res Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-01 Common Stock M 7041 $38.63 Acquired 55951 Direct
2017-05-01 Common Stock M 2793 $29.6 Acquired 58744 Direct
2017-05-01 Common Stock M 11576 $43.11 Acquired 70320 Direct
2017-05-01 Common Stock S 16000 $86.771 Disposed 54320 Direct
2017-05-01 Common Stock S 5410 $87.7753 Disposed 48910 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-01 Employee Stock Option (right to buy) $29.6 M 2793 Disposed 2018-09-14 Common Stock (2793) Direct
2017-05-01 Employee Stock Option (right to buy) $38.63 M 7041 Disposed 2019-05-16 Common Stock (7041) Direct
2017-05-01 Employee Stock Option (right to buy) $43.11 M 11576 Disposed 2019-09-06 Common Stock (11576) 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 17, 2017.

F2: Includes 1 share acquired under the Issuer's Employee Stock Purchase Plan on November 30, 2016.

F3: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.22 to a high of $87.19. 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: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $87.23 to a high of $88.31. 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.

F5: The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.