Sec Form 4 Filing - Lego Catherine P @ SANDISK CORP - 2013-07-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lego Catherine P 2. Issuer Name and Ticker or Trading Symbol SANDISK CORP [ SNDK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3787 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2013 (Street) WOODSIDE, CA94062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/31/2013 M( 1 ) 6,000 A $ 22.9 12,074 ( 2 ) D Common Stock 07/31/2013 S( 1 ) 6,000 D $ 54.7806 ( 3 ) ( 4 ) 6,074 ( 2 ) D Common Stock 298,504 ( 5 ) I By Trust ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option $ 22.9 07/31/2013 M 6,000 ( 6 ) 05/20/2014 Common Stock 6,000 $ 0 14,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lego Catherine P 3787 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures Sharon L. Spehar - Attorney in Fact for Catherine P Lego 08/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was effected by the reporting person pursuant to a Rule 10b-5(1) sales plan effective as of November 26, 2012. ( 2 )Includes 1,356 shares of the Issuer's common stock subject to restricted stock units, and those shares will not actually be issued until the units vest. ( 3 )The prices for the transactions on this line ranged from $54.30 to 55.25. ( 4 )Full Information regarding the number of shares sold at each separate price will be provided, upon request, to the Commission staff, the issuer or a security holder of the issuer ( 5 )These Shares are held by the Catherine Pierson Lego Trust UA DTD 05/09/07 of which the reporting person is trustee. ( 6 )Option shall be immediately exercisable for any or all of the option shares. However, any shares purchased under the option shall be subject to repurchase by the Corporation, at the exercise price paid per share, upon the Optionee's cessation of Board service prior to vesting in those shares. Option shall vest, and the Corporation's repurchase right shall lapse, in a series of four (4) equal and successive annual installments over the Optionee's period of continued service as a Board member, with the first such installment to vest upon the Optionee's completion of one (1) year of Board service measured from the option grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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