Western Digital (WDC) Form 4 WESTERN DIGITAL / ROBERT K EULAU 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^*

EULAU ROBERT K

(Last) (First) (Middle)

5601 GREAT OAKS PARKWAY

(Street)

SAN JOSE CA 95119

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2021

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	08/26/2021		A		1,685(1)	A	$0	131,981(2)	D

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
Dividend Equivalent Rights	(3)	08/26/2021		A		46.8879		(3)	(3)	Common Stock	46.8879	$0	1,202.6627(4)	D

Explanation of Responses:

1. Represents stock units that have been earned by the Reporting Person as payment in respect of the vesting of performance-based restricted stock units. These shares are scheduled to vest on September 4, 2022.

2. The amount of securities beneficially owned by the Reporting Person, as disclosed in two Form 4s filed by the Reporting Person on August 31, 2021 and September 7, 2021 (together, the "Subsequent Form 4s"), did not give effect to the transaction reported herein. As a result, the Subsequent Form 4s underreported the number of share of the Issuer's common stock beneficially owned by the Reporting Person by 1,685 shares. As of the filing of this report and after giving effect to the transaction reported herein, the Reporting Person beneficially owns 131,981 shares of the Issuer's common stock.

3. These shares represent the number of incremental dividend equivalents awarded based on the achievement rate of the related performance-based restricted stock units.

4. The amount of securities beneficially owned by the Reporting Person, as disclosed in the Subsequent Form 4s, did not give effect to the transaction reported herein. As a result, the Subsequent Form 4s underreported the number of dividend equivalents beneficially owned by the Reporting Person by 46.8879. As of the filing of this report and after giving effect to the transaction reported herein, the Reporting Person beneficially owns 1,202.6627 dividend equivalents.

	/s/ Sandra Garcia Attorney-in-Fact for Robert K. Eulau	09/17/2021
	** 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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