Sec Form 4 Filing - KIMSEY WILLIAM L @ WESTERN DIGITAL CORP - 2013-11-08

Insider filing report for Changes in Beneficial Ownership
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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
KIMSEY WILLIAM L
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC]
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)
C/O WESTERN DIGITAL CORPORATION, 3355 MICHELSON DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2013
(Street)
IRVINE, CA92612
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 11/08/2013 M 117 ( 1 ) A $ 0 30,367 D
Common Stock 11/11/2013 M 96 ( 2 ) A $ 0 30,463 D
Common Stock 11/12/2013 M 6,380 A $ 32.99 36,843 D
Common Stock 11/12/2013 M 6,909 A $ 38.53 43,752 D
Common Stock 11/12/2013 S 14,912 D $ 72.2685 ( 3 ) 28,840 D
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
Dividend Equivalent Rights ( 1 ) 11/08/2013 M 117.995 ( 1 ) ( 1 ) Common Stock 117.995 $ 0 219.2592 D
Dividend Equivalent Rights ( 2 ) 11/11/2013 M 96.2099 ( 2 ) ( 2 ) Common Stock 96.2099 $ 0 123.0493 D
Non-Qualified Stock Option (right to buy) $ 32.99 11/12/2013 M 6,380 11/11/2011( 4 ) 11/11/2017 Common Stock 6,380 $ 0 2,126 D
Non-Qualified Stock Option (right to buy) $ 38.53 11/12/2013 M 6,909 11/11/2010( 5 ) 11/11/2016 Common Stock 6,909 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KIMSEY WILLIAM L
C/O WESTERN DIGITAL CORPORATION
3355 MICHELSON DRIVE, SUITE 100
IRVINE, CA92612
X
Signatures
By: /s/ Sandra Garcia Attorney-in-Fact For: William L. Kimsey 11/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 $71.31 was also paid to the holder to settle a fractional dividend equivalent of 0.995.
( 2 )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 $15.02 was also paid to the holder to settle a fractional dividend equivalent of 0.2099.
( 3 )Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $72.25 to a high of $72.42. 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.
( 4 )The option vested 25% one year from the grant date of 11/11/2010, and an additional 6.25% vested at the end of each three-month period through 11/11/2013. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 11/11/2014.
( 5 )The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.

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