View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
COYNE JOHN F
(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION
20511 LAKE FOREST DRIVE
(Street)
LAKE FOREST CA 92630-7741
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2004 		3. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Worldwide Operations
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 77,000(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 09/26/2002(2) 09/26/2011 Common Stock 53,000 2.1 D
Employee Stock Option (right to buy) 09/23/2003(2) 09/23/2012 Common Stock 75,000 3.85 D
Employee Stock Option (right to buy) 10/27/2001(3) 10/27/2010 Common Stock 15,000 6 D
Employee Stock Option (right to buy) 11/09/2005(2) 11/09/2014 Common Stock 60,000 8.89 D
Employee Stock Option (right to buy) 09/09/2000(4) 09/09/2008 Common Stock 27,600 10.25 D
Employee Stock Option (right to buy) 08/11/1999(5) 08/11/2008 Common Stock 4,000 11.6875 D
Employee Stock Option (right to buy) 08/06/2005(6) 08/06/2008 Common Stock 3,682 12.25 D
Employee Stock Option (right to buy) 10/24/2004(2) 10/24/2013 Common Stock 50,000 12.84 D
Employee Stock Option (right to buy) 11/17/1999(2) 11/17/2008 Common Stock 16,000 12.875 D
Employee Stock Option (right to buy) 02/23/1999(2) 02/23/2008 Common Stock 10,000 18.625 D
Employee Stock Option (right to buy) 10/08/1997(2) 10/08/2006 Common Stock 40,000 21 D
Explanation of Responses:
1. The direct ownership includes 22,346 shares of restricted stock that remains unvested and 33,218 shares that the reporting person has acquired through the issuer's Employee Stock Purchase Plan.
2. The option vests 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
3. On the grant date, a stock option to purchase 40,000 shares was granted, of which 25,000 shares have been exercised by the reporting person. The option vests 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
4. The option vests 10% 2 years from the grant date, 20% 3 years from the grant date, 30% 4 years from the grant date, and the final 40% 5 years from the grant date.
5. The option vests 25% one year from the grant date and 75% two years from the grant date.
6. The option vests 100% seven years from the grant date.
Remarks:
Exhibit List: Exhibit 24 - Power-of-Attorney
By: /s/ Sandra Garcia Attorney-in-Fact For: John F. Coyne 11/29/2004
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
LIMITED POWER OF ATTORNEY

know all by these presents, that the undersigned hereby constitutes
and appoints each of Raymond M. Bukaty, Michael Ray and Sandra
Garcia, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of
Western Digital Corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
limited power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

	This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 23 day of November, 2004.


	                     /s/ John F. Coyne

		               John F. Coyne







Y:\SPA\Insider\Power of Attorney-rev2.DOC