Sec Form 4/A Filing - MEHROTRA SANJAY @ SANDISK CORP - 2016-02-15

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FORM 4/A
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
MEHROTRA SANJAY
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
X __ Officer (give title below) _____ Other (specify below)
President/CEO
(Last) (First) (Middle)
951 SANDISK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2016
(Street)
MILPITAS, CA95035
4. If Amendment, Date Original Filed (MM/DD/YY)
02/17/2016
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 02/15/2016 M 15,625 ( 1 ) A 15,625 D
Common Stock 02/15/2016 F 5,716 ( 3 ) D $ 67.49 0 ( 4 ) D
Common Stock 9,909 ( 5 ) I By Trust ( 6 )
Common Stock 80,406 I By GRAT ( 7 )
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
Restricted Stock Unit $ 0 ( 2 ) 02/15/2016 M 15,625 ( 8 ) ( 8 ) Common Stock 15,625 $ 0 15,625 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MEHROTRA SANJAY
951 SANDISK DRIVE
MILPITAS, CA95035
X President/CEO
Signatures
Sharon L. Spehar - Attorney in Fact for Sanjay Mehrotra 02/24/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the number of shares of common stock acquired in connection with the vesting of restricted stock units granted to the Reporting Person by the Issuer
( 2 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit.
( 3 )Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person resulting in a net issuance of the Issuer's common stock.
( 4 )Excludes 9,909 shares initially owned directly by the Reporting Person which were contributed to the Mehrotra Family Trust on February 15, 2016.
( 5 )Excludes 80,406 shares previously held by the Mehrotra Family Trust which were contributed to the Sanjay Mehrotra 2016 Grantor Retained Annuity Trust on January 28, 2016.
( 6 )These shares are held by the Mehrotra Family Trust.
( 7 )These shares are held by the Sanjay Mehrotra 2016 Grantor Retained Annuity Trust.
( 8 )The award shall vest in four successive equal annual installments measured from the vesting commencement date.

Remarks:
This amended Form 4 is being filed to correct the prices at which the Reporting Person acquired and disposed of shares of common stock upon the vesting of restricted stock units as reported in Table I and to correct the expiration date of the restricted stock units reported in Table II. No other changes have been made to the information in the original Form 4.

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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