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*
WELSH JAMES K
(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION
3355 MICHELSON DRIVE, SUITE 100
(Street)
IRVINE CA 92612
(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 & GM, Branded Products
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012
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 08/03/2012 M 2,133 A $23.78 67,592 D
Common Stock 08/03/2012 M 2,406 A $26.17 69,998 D
Common Stock 08/03/2012 M 4,500 A $16.85 74,498 D
Common Stock 08/03/2012 S 9,039 D $40.6704(1) 65,459 D
Common Stock 08/06/2012 M 4,500 A $16.85 69,959 D
Common Stock 08/06/2012 M 461 A $26.17 70,420 D
Common Stock 08/06/2012 S 4,961 D $41.1619(2) 65,459 D
Common Stock 1,450 I by Spouse IRA
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) $16.85 08/03/2012 M 4,500 02/04/2010(3) 02/04/2016 Common Stock 4,500 $0 13,501 D
Employee Stock Option (right to buy) $16.85 08/06/2012 M 4,500 02/04/2010(4) 02/04/2016 Common Stock 4,500 $0 9,001 D
Employee Stock Option (right to buy) $23.78 08/03/2012 M 2,133 09/11/2009(5) 09/11/2015 Common Stock 2,133 $0 2,133 D
Employee Stock Option (right to buy) $26.17 08/03/2012 M 2,406 09/08/2011(6) 09/08/2017 Common Stock 2,406 $0 27,711 D
Employee Stock Option (right to buy) $26.17 08/06/2012 M 461 09/08/2011(6) 09/08/2017 Common Stock 461 $0 27,250 D
Explanation of Responses:
1. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $40.62 to a high of $40.75. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
2. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $41.16 to a high of $41.162. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
3. The option vested 25% one year from the grant date of 2/4/2009, and an additional 6.25% vested at the end of each three-month period through 5/4/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 2/4/2013.
4. The option vested 25% one year from the grant date of 2/4/2009, and an additional 6.25% vested at the end of each three-month period through 8/4/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 2/4/2013.
5. The option vested 25% one year from the grant date of 9/11/2008, and an additional 6.25% vested at the end of each three-month period through 6/11/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/11/2012.
6. The option vested 25% one year from the grant date of 9/8/2010, and an additional 6.25% vested at the end of each three-month period through 6/8/2012. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on 9/8/2014.
By: /s/ Sandra Garcia Attorney-in-Fact For: James K. Welsh 08/06/2012
** 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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