Statement of Changes in Beneficial Ownership (4)
July 03 2018 - 6:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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
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2. Issuer Name
and
Ticker or Trading Symbol
WESTERN DIGITAL CORP
[
WDC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Pres WD Capital, CSO & CFO
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(Last)
(First)
(Middle)
C/O WESTERN DIGITAL CORPORATION, 5601 GREAT OAKS PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2018
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(Street)
SAN JOSE, CA 95119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/30/2018
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M
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1964
(1)
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A
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$0.0
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209568
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D
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Common Stock
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6/30/2018
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F
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12188
(2)
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D
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$77.41
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197380
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D
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Common Stock
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7/1/2018
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M
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1447
(3)
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A
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$0.0
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198827
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D
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Common Stock
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7/1/2018
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F
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8980
(2)
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D
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$77.41
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189847
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Dividend Equivalent Rights
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(1)
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6/30/2018
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M
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1964.5556
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(1)
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(1)
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Common Stock
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1964.5556
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$0.0
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11220.7551
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D
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Dividend Equivalent Rights
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(3)
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7/1/2018
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M
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1447.5351
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(3)
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(3)
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Common Stock
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1447.5351
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$0.0
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9773.22
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D
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Explanation of Responses:
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(1)
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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 $43.01 was also paid to the holder to settle a fractional dividend equivalent of 0.5556. Balance excludes the dividend equivalents that will be earned in connection with the June 29, 2018 dividend record date. The related dividend equivalents will be determined on the July 16, 2018 dividend payable date.
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(2)
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Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
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(3)
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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 $41.42 was also paid to the holder to settle a fractional dividend equivalent of 0.5351. Balance excludes the dividend equivalents that will be earned in connection with the June 29, 2018 dividend record date. The related dividend equivalents will be determined on the July 16, 2018 dividend payable date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LONG MARK P
C/O WESTERN DIGITAL CORPORATION
5601 GREAT OAKS PARKWAY
SAN JOSE, CA 95119
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Pres WD Capital, CSO & CFO
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Signatures
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By: /s/ Sandra Garcia Attorney-in-Fact For: Mark Long
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7/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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