WESTERN DIGITAL CORP — Director's Dealing 2018

Feb 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2018-02-16

Reporting Person: Sivaram Srinivasan (EVP, Memory Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-16	Common Stock	M	506	$0.0	Acquired	103251.498	Direct
2018-02-16	Common Stock	F	3703	$84.91	Disposed	99548.498	Direct
2018-02-17	Common Stock	M	253	$0.0	Acquired	99801.498	Direct
2018-02-17	Common Stock	F	2447	$84.91	Disposed	97354.498	Direct
2018-02-18	Common Stock	M	101	$0.0	Acquired	97455.498	Direct
2018-02-18	Common Stock	F	1042	$84.91	Disposed	96413.498	Direct
2018-02-21	Common Stock	S	8765	$86.6319	Disposed	87648.498	Direct
2018-02-21	Common Stock	S	2100	$87.0381	Disposed	85548.498	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-16	Dividend Equivalent Rights	$	M	506.2123	Disposed		Common Stock (506.2123)	Direct
2018-02-17	Dividend Equivalent Rights	$	M	253.1062	Disposed		Common Stock (253.1062)	Direct
2018-02-18	Dividend Equivalent Rights	$	M	101.2325	Disposed		Common Stock (101.2325)	Direct

Footnotes

F1: The 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 restricted stock units to which the dividend equivalents relate. A cash amount equal to $18.03 was also paid to the holder to settle a fractional dividend equivalent of 0.2123.

F2: Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

F3: The 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 restricted stock units to which the dividend equivalents relate. A cash amount equal to $9.02 was also paid to the holder to settle a fractional dividend equivalent of 0.1062.

F4: The 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 restricted stock units to which the dividend equivalents relate. A cash amount equal to $19.74 was also paid to the holder to settle a fractional dividend equivalent of 0.2325.

F5: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2017.

F6: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $85.99 to a high of $86.98. 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.

F7: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.99 to a high of $87.12. 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.