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
Estimated average burden
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*
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2007
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 11/07/2007 S 2,000 D $28.06 188,330 D
Common Stock 11/07/2007 S 1,900 D $28.05 186,430 D
Common Stock 11/07/2007 S 6,900 D $28.04 179,530 D
Common Stock 11/07/2007 S 6,300 D $28.03 173,230 D
Common Stock 11/07/2007 S 5,900 D $28.02 167,330 D
Common Stock 11/07/2007 S 3,500 D $28.01 163,830 D
Common Stock 11/07/2007 S 13,300 D $28 150,530 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 11/05/2007 M 181,500 01/20/2006(1) 01/20/2015 Common Stock 181,500 $0 10,000 D
Employee Stock Option (right to buy) $11.6875 11/07/2007 M 19,400 07/01/1999(2) 07/01/2008 Common Stock 19,400 $0 0 D
Employee Stock Option (right to buy) $11.6875 11/07/2007 M 19,900 08/11/1999(3) 08/11/2008 Common Stock 19,900 $0 100 D
Employee Stock Option (right to buy) $13.07 11/05/2007 M 103,500 09/24/2004(1) 09/24/2013 Common Stock 103,500 $0 177,750 D
Employee Stock Option (right to buy) $13.07 11/06/2007 M 164,100 09/24/2004(1) 09/24/2013 Common Stock 164,100 $0 13,650 D
Employee Stock Option (right to buy) $13.07 11/07/2007 M 6,150 09/24/2004(1) 09/24/2013 Common Stock 6,150 $0 7,500 D
Employee Stock Option (right to buy) $18.625 11/07/2007 M 29,550 02/23/1999(4) 02/23/2008 Common Stock 29,550 $0 30,450 D
Non-Qualified Stock Option (right to buy) $27.64 11/06/2007 A 7,364 11/06/2007(5) 11/06/2014 Common Stock 7,364 $0 7,364 D
Explanation of Responses:
1. 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. By agreement between WDC and the reporting person, each installment of the option scheduled to vest after July 31, 2007 has been cancelled.
2. The option vested 100% on the first anniversary of the grant date.
3. The option vested 25% one year from the grant date and 75% two years from the grant date.
4. The option vested 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
5. The option vests 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.
Remarks:
This Form 4 is one of three filed with the SEC on November 7, 2007, to report transactions that occurred between November 5, 2007 and November 7, 2007. These three reports should be read collectively as a single report. Exhibit List: Exhibit 24 - Power-of-Attorney
By: /s/ Sandra Garcia Attorney-in-Fact For: Matthew E. Massengill 11/07/2007
** 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.
LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Raymond M. Bukaty, Michael Ray, Shelly Heyduk, Sandra Garcia
and Van Huynh, 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 2nd day of May, 2007.



		/s/ Matthew E. Massengill
			Signature

		Matthew E. Massengill
			Print Name