WESTERN DIGITAL CORP — Director's Dealing 2018

Feb 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2018-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-30	Common Stock	M	21935	$44.78	Acquired	70164	Direct
2018-01-30	Common Stock	S	21425	$86.3282	Disposed	48739	Direct
2018-01-30	Common Stock	S	9803	$86.6788	Disposed	38936	Direct
2018-01-31	Common Stock	M	2416	$68.53	Acquired	41352	Direct
2018-01-31	Common Stock	M	1365	$68.49	Acquired	42717	Direct
2018-01-31	Common Stock	S	3781	$89.18	Disposed	38936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-30	Employee Stock Option (right to buy)	$44.78	M	21935	Disposed	2023-08-03	Common Stock (21935)	Direct
2018-01-31	Employee Stock Option (right to buy)	$68.49	M	1365	Disposed	2020-08-14	Common Stock (1365)	Direct
2018-01-31	Employee Stock Option (right to buy)	$68.53	M	2416	Disposed	2022-11-03	Common Stock (2416)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8.5455	Indirect

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 October 30, 2017.

F2: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $85.58 to a high of $86.57. 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.

F3: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $86.58 to a high of $86.88. 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: The option vested 25% one year from the grant date of 8/3/2016, and an additional 6.25% vested at the end of each three-month period through 11/3/2017. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 8/3/2020.

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.

F6: The option vested 25% one year from the grant date of 11/3/2015, and an additional 6.25% vested at the end of each three-month period through 11/3/2017. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 11/3/2019.