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: CORDANO MICHAEL D (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-06	Common Stock	A	166929	$0.0	Acquired	236088	Direct
2018-03-07	Common Stock	M	5258	$0.0	Acquired	241346	Direct
2018-03-07	Common Stock	F	42411	$95.27	Disposed	198935	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-06	Dividend Equivalent Rights	$	A	7011.8441	Acquired		Common Stock (7011.8441)	Direct
2018-03-07	Dividend Equivalent Rights	$	M	5258.9776	Disposed		Common Stock (5258.9776)	Direct

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 83,466 vested on March 7, 2018 and 83,463 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 $93.14 was also paid to the Reporting Person to settle a fractional dividend equivalent of 0.9776.

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.