Sandisk Form 4/A SANDISK / SANJAY MEHROTRA ownership change

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^*

MEHROTRA SANJAY

(Last) (First) (Middle)

951 SANDISK DRIVE

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDISK CORP [ SNDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2016

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	02/15/2016		M		15,625(1)	A	(2)	15,625	D
Common Stock	02/15/2016		F		5,716(3)	D	$67.49	0(4)	D
Common Stock								9,909(5)	I	By Trust(6)
Common Stock								80,406	I	By GRAT(7)

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
Restricted Stock Unit	$0.0(2)	02/15/2016		M			15,625	(8)	(8)	Common Stock	15,625	$0	15,625	D

Explanation of Responses:

1. Reflects the number of shares of common stock acquired in connection with the vesting of restricted stock units granted to the Reporting Person by the Issuer

2. Each restricted stock unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit.

3. Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person resulting in a net issuance of the Issuer's common stock.

4. Excludes 9,909 shares initially owned directly by the Reporting Person which were contributed to the Mehrotra Family Trust on February 15, 2016.

5. Excludes 80,406 shares previously held by the Mehrotra Family Trust which were contributed to the Sanjay Mehrotra 2016 Grantor Retained Annuity Trust on January 28, 2016.

6. These shares are held by the Mehrotra Family Trust.

7. These shares are held by the Sanjay Mehrotra 2016 Grantor Retained Annuity Trust.

8. The award shall vest in four successive equal annual installments measured from the vesting commencement date.

Remarks:

This amended Form 4 is being filed to correct the prices at which the Reporting Person acquired and disposed of shares of common stock upon the vesting of restricted stock units as reported in Table I and to correct the expiration date of the restricted stock units reported in Table II. No other changes have been made to the information in the original Form 4.

	Sharon L. Spehar - Attorney in Fact for Sanjay Mehrotra	02/24/2016
	** 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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