SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MASSENGILL MATTHEW E

(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION
20511 LAKE FOREST DRIVE

(Street)
LAKE FOREST CA 92630-7741

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/31/2006 M 121,000 A $10.21 671,950 D
Common Stock 01/31/2006 M 85,400 A $10.25 757,350 D
Common Stock 01/31/2006 M 10,000 A $10.25 767,350 D
Common Stock 01/31/2006 M 6,784 A $12.25 774,134 D
Common Stock 01/31/2006 M 40,000 A $12.875 814,134 D
Common Stock 01/31/2006 M 11,500 A $11.875 825,634 D
Common Stock 01/31/2006 S 12,000 D $21.75 813,634 D
Common Stock 01/31/2006 S 1,700 D $21.76 811,934 D
Common Stock 01/31/2006 S 38,300 D $21.77 773,634 D
Common Stock 01/31/2006 S 8,800 D $21.78 764,834 D
Common Stock 01/31/2006 S 15,300 D $21.79 749,534 D
Common Stock 01/31/2006 S 71,000 D $21.8 678,534 D
Common Stock 01/31/2006 S 16,200 D $21.81 662,334 D
Common Stock 01/31/2006 S 40,700 D $21.82 621,634 D
Common Stock 01/31/2006 S 32,084 D $21.83 589,550 D
Common Stock 01/31/2006 S 3,900 D $21.84 585,650 D
Common Stock 01/31/2006 S 17,300 D $21.85 568,350 D
Common Stock 01/31/2006 S 900 D $21.86 567,450 D
Common Stock 01/31/2006 S 800 D $21.87 566,650 D
Common Stock 01/31/2006 S 6,800 D $21.88 559,850 D
Common Stock 01/31/2006 S 7,500 D $21.89 552,350 D
Common Stock 01/31/2006 S 1,400 D $21.9 550,950 D
Common Stock 4,008 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy) $10.21 01/31/2006 M 121,000 01/20/2006(1) 01/20/2015 Common Stock 121,000 $0 191,500 D
Employee Stock Option (right to buy) $10.25 01/31/2006 M 85,400 09/09/2000(2) 09/09/2008 Common Stock 85,400 $0 10,000 D
Employee Stock Option (right to buy) $10.25 01/31/2006 M 10,000 09/09/1999(3) 09/09/2008 Common Stock 10,000 $0 0 D
Employee Stock Option (right to buy) $11.875 01/31/2006 M 11,500 07/24/1997(3) 07/24/2006 Common Stock 11,500 $0 4,500 D
Employee Stock Option (right to buy) $12.25 01/31/2006 M 6,784 08/06/2005(4) 08/06/2008 Common Stock 6,784 $0 0 D
Employee Stock Option (right to buy) $12.875 01/31/2006 M 40,000 11/17/1999(3) 11/17/2008 Common Stock 40,000 $0 0 D
Explanation of Responses:
1. A total of 125,000 shares vested one year from the grant date of 1/20/2005. An additional 93,750 shares subject to the option will vest in substantially equal installments at the end of each three-month period until 10/20/2006. The remaining shares subject to the option will vest on 1/1/2007.
2. The option vested 5% 2 years from the grant date, 15% 3 years from the grant date, 30% 4 years from the grant date, and the final 50% 5 years from the grant date.
3. The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
4. The option vested 100% seven years from the grant date.
By: /s/ Sandra Garcia Attorney-in-Fact For: Matthew E. Massengill 02/01/2006
** 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 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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