WESTERN DIGITAL CORP — Director's Dealing 2018

Mar 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2018-03-06

Reporting Person: RAY MICHAEL CHARLES (EVP, Chief Legal Officer & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-06	Common Stock	A	80586	$0.0	Acquired	119522	Direct
2018-03-07	Common Stock	M	2538	$0.0	Acquired	122060	Direct
2018-03-07	Common Stock	F	21235	$95.27	Disposed	100825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-06	Dividend Equivalent Rights	$	A	3385.0102	Acquired		Common Stock (3385.0102)	Direct
2018-03-07	Dividend Equivalent Rights	$	M	2538.7582	Disposed		Common Stock (2538.7582)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8.5455	Indirect

Footnotes

F1: Represents stock units that have been earned by the Reporting Person as payment in respect of the vesting of performance-based restricted stock units. Of these shares 40,293 vested on March 7, 2018 and 40,293 will vest on March 7, 2019.

F2: Represents dividend equivalents that 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 $72.23 was also paid to the Reporting Person to settle a fractional dividend equivalent of 0.7582.

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

F4: The dividend equivalents 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.