Sec Form 4 Filing - MURPHY JAMES J @ WESTERN DIGITAL CORP - 2014-11-25

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
MURPHY JAMES J
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, WD Subsidiary
(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION, 3355 MICHELSON DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2014
(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 11/25/2014 M 3,200 A $ 26.17 55,549 D
Common Stock 11/25/2014 M 6,033 A $ 29.6 61,582 D
Common Stock 11/25/2014 M 5,533 A $ 38.63 67,115 D
Common Stock 11/25/2014 M 10,806 A $ 68.49 77,921 D
Common Stock 11/25/2014 M 3,480 A $ 43.11 81,401 D
Common Stock 11/25/2014 M 6,448 A $ 72.44 87,849 D
Common Stock 11/25/2014 S 35,500 D $ 103.5109 ( 1 ) 52,349 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
Employee Stock Option (right to buy) $ 26.17 11/25/2014 M 3,200 09/08/2011( 2 ) 09/08/2017 Common Stock 3,200 $ 0 0 D
Employee Stock Option (right to buy) $ 29.6 11/25/2014 M 6,033 09/14/2012( 3 ) 09/14/2018 Common Stock 6,033 $ 0 12,068 D
Employee Stock Option (right to buy) $ 38.63 11/25/2014 M 5,533 05/16/2013( 4 ) 05/16/2019 Common Stock 5,533 $ 0 16,594 D
Employee Stock Option (right to buy) $ 43.11 11/25/2014 M 3,480 09/06/2013( 5 ) 09/06/2019 Common Stock 3,480 $ 0 27,842 D
Employee Stock Option (right to buy) $ 68.49 11/25/2014 M 10,806 08/14/2014( 6 ) 08/14/2020 Common Stock 10,806 $ 0 23,771 D
Employee Stock Option (right to buy) $ 72.44 11/25/2014 M 6,448 08/14/2014( 7 ) 11/13/2020 Common Stock 6,448 $ 0 14,477 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURPHY JAMES J
C/O WESTERN DIGITAL CORPORATION
3355 MICHELSON DRIVE, SUITE 100
IRVINE, CA92612
President, WD Subsidiary
Signatures
By: /s/ Sandra Garcia Attorney-in-Fact For: James J. Murphy 11/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $103.50 to a high of $103.585. 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.
( 2 )The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
( 3 )The option vested 25% one year from the grant date of 9/14/2011, and an additional 6.25% vested at the end of each three-month period through 9/14/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/14/2015.
( 4 )The option vested 25% one year from the grant date of 5/16/2012, and an additional 6.25% vested at the end of each three-month period through 11/16/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 5/16/2016.
( 5 )The option vested 25% one year from the grant date of 9/6/2012, and an additional 6.25% vested at the end of each three-month period through 9/6/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/6/2016.
( 6 )The option vested 25% one year from the grant date of 8/14/2013, and an additional 6.25% vested at the end of each three-month period through 11/14/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 8/14/2017.
( 7 )The option vested 25% on 8/14/2014 and an additional 6.25% vested on 11/14/2014. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 8/14/2017.

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