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

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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^*

HARARI ELIYAHOU ET AL

(Last)

(First)

(Middle)

601 MCCARTHY BLVD.

(Street)

MILPITAS

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)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/05/2010		M⁽¹⁾		25,000	A	$6.405	1,989,568⁽²⁾	I	By Trust
Common Stock	04/05/2010		S⁽³⁾		25,000	D	$35.6244⁽⁴⁾⁽⁵⁾	1,964,568⁽²⁾	I	By Trust
Common Stock								21,136	D
Common Stock								100,404	I	By Trust⁽⁶⁾
Common Stock								351,468	I	By GRAT⁽⁷⁾
Common Stock								210,027	I	By GRAT⁽⁸⁾
Common Stock								351,468	I	By GRAT⁽⁹⁾
Common Stock								210,027	I	By GRAT⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$6.405	04/05/2010		M			25,000	01/22/2006	01/21/2012	Common Stock	25,000	$0	68,776	D

Explanation of Responses:

1. The transaction was effected by the reporting person pursuant to a Rule 10b-5(1) sales plan effective as of November 11, 2009.

2. These shares are held by a trust, The Harari Family U/T/A dated December 22, 1994, of which Dr. Harari is Trustee.

3. The sale was effected by the Harari family trust pursuant to a Rule 10-b-5(1) sales plan effective as of November 11, 2009.

4. The prices for the transactions on this line ranged from $34.96 to $36.07.

5. Full Information regarding the number of shares sold at each separate price will be provided, upon request, to the Commission staff, the issuer or a security holder of the issuer

6. Shares are held by the Harari childrens' trusts of which Dr. Harari is co-trustee and his children are the beneficial owners.

7. Shares are held by the Eli Harari 2008 Annuity Trust. Excludes distribution of 210,027 shares contributed to the Eli Harari 2009 annuity trust on November 3, 2009.

8. Shares are held by the Eli Harari 2009 Annuity Trust.

9. Shares are held by the Britt Harari 2008 Annuity Trust. Excludes distribution of 210,027 shares contributed to the Britt Harari 2009 annuity trust on November 3, 2009.

10. Shares are held by the Britt Harari 2009 Annuity Trust.

Remarks:

	Sharon L. Spehar, Attorney In Fact for Eliyahou Harari	04/07/2010
	** 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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