Sec Form 4 Filing - RAY MICHAEL CHARLES @ WESTERN DIGITAL CORP - 2021-08-26

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
RAY MICHAEL CHARLES
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, Chief Legal Officer & Sec
(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION, 5601 GREAT OAKS PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2021
(Street)
SAN JOSE, CA95119
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 08/26/2021 A 6,027 ( 1 ) A $ 0 89,975 D
Common Stock 9.2601 I by Trust 401(K)
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 ( 2 ) 08/26/2021 D 155.9272 ( 2 ) ( 2 ) Common Stock 155.9272 $ 0 1,665.9294 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAY MICHAEL CHARLES
C/O WESTERN DIGITAL CORPORATION
5601 GREAT OAKS PARKWAY
SAN JOSE, CA95119
EVP, Chief Legal Officer & Sec
Signatures
By: /s/ Sandra Garcia Attorney-in-Fact For: Michael C. Ray 08/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents stock units that have been earned by the Reporting Person as payment in respect of the vesting of performance-based restricted stock units. These shares are scheduled to vest on August 30, 2021.
( 2 )These shares represent incremental dividend equivalents that were previously reported but have been cancelled due to the achievement rate of the underlying performance-based restricted stock unit award. Upon the vesting of the underlying award, the number of vested stock units will be adjusted to reflect such cancellation of dividend equivalents.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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