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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
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*
SHAKEEL ARIF
(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)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2006
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 10/31/2006 D(1) 90,800 D $0 1,495,476(2) D
Common Stock 12/18/2006 S 500 D $20.76 1,494,976 D
Common Stock 12/18/2006 S 19,500 D $20.75 1,475,476 D
Common Stock 12/18/2006 S 1,100 D $20.89 1,474,376 D
Common Stock 12/18/2006 S 1,400 D $20.88 1,472,976 D
Common Stock 12/18/2006 S 3,800 D $20.87 1,469,176 D
Common Stock 12/18/2006 S 2,400 D $20.86 1,466,776 D
Common Stock 12/18/2006 S 4,300 D $20.85 1,462,476 D
Common Stock 12/19/2006 S 19,800 D $20.75 1,442,676 D
Common Stock 12/19/2006 S 200 D $20.76 1,442,476 D
Common Stock 12/19/2006 S 5,000 D $20.78 1,437,476 D
Common Stock 12/19/2006 S 5,000 D $20.8 1,432,476 D
Common Stock 12/19/2006 S 3,500 D $20.82 1,428,976 D
Common Stock 12/19/2006 S 1,500 D $20.83 1,427,476 D
Common Stock 12/19/2006 S 4,000 D $20.85 1,423,476 D
Common Stock 12/19/2006 S 1,000 D $20.86 1,422,476 D
Common Stock 12/19/2006 S 5,000 D $20.9 1,417,476 D
Common Stock 12/19/2006 S 5,000 D $20.92 1,412,476 D
Common Stock 12/19/2006 S 18,700 D $20.95 1,393,776 D
Common Stock 12/19/2006 S 1,300 D $20.96 1,392,476 D
Common Stock 12/19/2006 S 20,000 D $21.07 1,372,476 D
Common Stock 12/19/2006 S 8,900 D $21.1 1,363,576 D
Common Stock 5,073 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 10/31/2006 D(3) 31,250 01/20/2006(3) 01/20/2015 Common Stock 31,250 $0 78,125 D
Employee Stock Option (right to buy) $13.07 10/31/2006 D(4) 12,500 09/24/2004(4) 09/24/2013 Common Stock 12,500 $0 75,000 D
Explanation of Responses:
1. This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an award of 90,800 restricted shares of Common Stock granted by the Issuer to the reporting person on August 25, 2005, which cancellation occurred pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006.
2. Includes 2,314 shares of Common Stock acquired by the reporting person under the Issuer's employee stock purchase plan on May 31, 2006.
3. This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an option to buy 31,250 shares of common stock granted by WDC to the reporting person on January 20, 2005. The option was scheduled to vest 25% on the first anniversary of the grant date and an additional 6.25% at the end of each three-month period thereafter. Pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006, each installment of the option scheduled to vest after June 29, 2007 has been cancelled.
4. This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an option to buy 12,500 shares of common stock granted by WDC to the reporting person on September 24, 2003. The option was scheduled to vest 25% on the first anniversary of the grant date and an additional 6.25% at the end of each three-month period thereafter. Pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006, each installment of the option scheduled to vest after June 29, 2007 has been cancelled.
Remarks:
The reporting owner acquired 43.551 shares of WDC common stock under the Issuer's 401(k) plan since his last filing. The reported indirect holdings are based on shares held under the 401(k) plan as reported on December 19, 2006.
By: /s/ Sandra Garcia Attorney-in-Fact For: Arif Shakeel 12/20/2006
** 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).
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.