Sec Form 4 Filing - LONG MARK P @ WESTERN DIGITAL CORP - 2016-07-22

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
LONG MARK P
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)
EVP, Finance & CSO
(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION, 3355 MICHELSON DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2016
(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 07/22/2016 M 1,310 ( 1 ) A $ 0 25,058 D
Common Stock 07/22/2016 A 83,327 ( 2 ) A $ 0 108,385 D
Common Stock 07/22/2016 F 16,301 ( 3 ) D $ 52.4 92,084 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 ) 07/22/2016 M 436.9839 ( 1 ) ( 1 ) Common Stock 436.9839 $ 0 3,148.1633 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LONG MARK P
C/O WESTERN DIGITAL CORPORATION
3355 MICHELSON DRIVE, SUITE 100
IRVINE, CA92612
EVP, Finance & CSO
Signatures
By: /s/ Van Huynh Attorney-in-Fact For: Mark Long 07/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )With respect to the dividend equivalents, 1,140.7994 were previously accrued based on target level performance, and an additional 2,136.6181 dividend equivalents were accrued in connection with a determination that the performance-based restricted stock units to which the dividend equivalents relate were achieved at a level greater than target. Of the total 3,277.4175 accrued dividend equivalents, 1,310 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 the performance-based restricted stock units to which the dividend equivalents relate, and the remaining accrued dividend equivalents will convert into, and be paid in the form of, shares of the issuers common stock in connection with the vesting of the performance-based restricted stock unit award to which the dividend equivalents relate. A cash amount equal to $49.85 was also paid to the holder to settle a fractional dividend
( 2 )Represents shares issued as payment in respect of the vesting of a performance-based restricted stock unit award. Of the total 83,327 shares, 33,330 vested on 7/22/2016, 33,330 shares will vest on 7/1/2017, and 16,667 shares will vest on 7/1/2018.
( 3 )Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
( 4 )The total number of derivative securities has been adjusted to reflect the cancellation of 549.7898 dividend equivalents in connection with the cancellation on 7/6/2016 of certain portions of the performance-based restricted stock unit award to which the dividend equivalents relate.

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