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^*

VAN WICKLE HARRY GEORGE

(Last)

(First)

(Middle)

1710 AUTOMATION PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KOMAG INC /DE/ [ KOMG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2007

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	09/05/2007		U		4,901	D	$32.25	4,269	D
Common Stock	09/05/2007		D		4,269⁽¹⁾	D	$32.25	0	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)
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)
Director stock option (Right to buy)	$18.85	09/05/2007		D			5,000	⁽²⁾	03/15/2014	Common Stock	5,000	$13.4	0	D
Director stock option (Right to buy)	$27.54	09/05/2007		D			6,127	⁽³⁾	05/23/2017	Common Stock	6,127	$4.71	0	D

Explanation of Responses:

1. Of these shares, 2,000 were issued pursuant to a 6,000 share restricted stock agreement, which provided for vesting at the rate of 1/3rd of the shares on each of May 11, 2006, May 11, 2007 and May 11, 2008. Of these shares, 2,269 were issued pursuant to a 2,269 share restricted stock agreement, which provided for 100% vesting on May 23, 2008. All 4,269 of such shares were canceled in the merger of State M Corporation, a wholly-owned subsidiary of Western Digital Corporation (the "Parent"), with and into the Issuer (the "Merger"), in exchange for a right to receive cash in the aggregate amount of $137,675.25 (or $32.25 per share). The vesting of the restricted stock was accelerated in full in connection with the Merger.

2. This option, which provided for vesting at the rate of 1/4th of the shares on 03/15/05 and as to 1/36th of the remaining shares on the 15th of each month thereafter, was canceled in the Merger in exchange for a right to receive cash in the aggregate amount of $67,000, less any applicable withholding taxes, representing the difference between the exercise price of the option and the $32.25 per share offer price (the "Offer Price") in the Merger. The vesting of the option was accelerated in full in connection with the Merger.

3. This option, which provided for 100% vesting on 05/23/08, was canceled in the Merger in exchange for a right to receive cash in the aggregate amount of $28,858.17, less any applicable withholding taxes, representing the difference between the exercise price of the option and the Offer Price. The vesting of the option was accelerated in full in connection with the Merger.

Remarks:

	/s/ Jan Schwartz, Attorney-in-fact for Harry G. Van Wickle	09/05/2007
	** 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).
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