Western Digital (WDC) Form 3 WESTERN DIGITAL / MANISH H BHATIA ownership change

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

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1. Name and Address of Reporting Person^*

BHATIA MANISH H

(Last) (First) (Middle)

C/O WESTERN DIGITAL CORPORATION

3355 MICHELSON DRIVE, SUITE 100

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2016

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)
EVP, Silicon 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	87,720(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
Dividend Equivalent Rights	(2)	(2)	Common Stock	1,567.8187	(2)	D
Employee Stock Option (right to buy)	05/15/2016(3)	02/14/2020	Common Stock	15,932	25.56	D
Employee Stock Option (right to buy)	05/18/2016(4)	02/17/2021	Common Stock	31,865	36.87	D
Employee Stock Option (right to buy)	05/17/2016(5)	02/16/2022	Common Stock	51,591	40.63	D
Employee Stock Option (right to buy)	08/03/2017(6)	08/03/2023	Common Stock	51,685	44.78	D

Explanation of Responses:

1. Consists of 87,720 unvested awards of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

3. The option vests in substantially equal installments at the end of each three-month period through February 15, 2017. The first installment became exercisable on May 15, 2016.

4. The option vests in substantially equal installments at the end of each three-month period through February 18, 2018. The first installment became exercisable on May 18, 2016.

5. The option vests in substantially equal installments at the end of each three-month period through February 17, 2019. The first installment became exercisable on May 17, 2016.

6. The option vests 25% on the first anniversary of the grant date of August 3, 2016 and 6.25% at the end of each three-month period thereafter.

Remarks:

Exhibit List: Exhibit 24 - Power-of-Attorney

	By: /s/ Sandra Garcia Attorney-in-Fact For: Manish H. Bhatia	11/14/2016
	** 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 5 (b)(v).
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