WESTERN DIGITAL CORP — Director's Dealing 2019

Sep 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTERN DIGITAL CORP (WDC)
CIK: 0000106040
Period of Report: 2019-09-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-04	Common Stock	M	17548	$44.78	Acquired	112480	Direct
2019-09-04	Common Stock	S	87053	$59.9557	Disposed	25427	Direct
2019-09-04	Common Stock	A	9278	$0.0	Acquired	34705	Direct
2019-09-04	Common Stock	M	617	$0.0	Acquired	35322	Direct
2019-09-04	Common Stock	F	4905	$59.33	Disposed	30417	Direct
2019-09-04	Common Stock	A	26335	$0.0	Acquired	56752	Direct
2019-09-05	Common Stock	S	4990	$60.51	Disposed	51762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-04	Dividend Equivalent Rights	$	M	617.5268	Disposed		Common Stock (617.5268)	Direct
2019-09-04	Employee Stock Option (right to buy)	$44.78	M	17548	Disposed	2023-08-03	Common Stock (17548)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9.0103	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 May 1, 2019.

F2: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $59.78 to a high of $60. 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 shares issued as payment in respect of the vesting of a performance-based restricted stock unit award.

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 performance-based restricted stock units to which the dividend equivalents relate. A cash amount was also paid to the holder to settle a fractional dividend equivalent.

F5: Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

F6: Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F7: The total number of derivative securities has been adjusted to reflect the cancellation of 164.1992 stock units previously credited in the form of dividend equivalent payments on stock units that did not vest.

F8: 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 8/3/2019. 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.