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)
12/31/2010

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	12/31/2010		M		53,334⁽¹⁾	A	$0⁽¹⁰⁾	1,994,355⁽³⁾	I	By Trust
Common Stock	12/31/2010		F		25,093⁽²⁾	D	$49.86	1,969,262⁽³⁾	I	By Trust
Common Stock								21,136	D
Common Stock								69,225⁽⁴⁾	I	By Son
Common Stock								100,404	I	By Trust⁽⁵⁾
Common Stock								351,468	I	By GRAT⁽⁶⁾
Common Stock								210,027	I	By GRAT⁽⁷⁾
Common Stock								351,468	I	By GRAT⁽⁸⁾
Common Stock								210,027	I	By GRAT⁽⁹⁾

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)
Restricted Stock Unit Award	$0⁽¹⁰⁾	12/31/2010		M			53,334	12/31/2010	12/31/2010	Common Stock	53,334	$0⁽¹⁰⁾	0	D

Explanation of Responses:

1. Reflects the number of shares of Common Stock acquired in connection with the vesting on December 31, 2010 of restricted stock units granted to the Reporting Person by the Issuer on February 24, 2010 and previously reported as of that date. Vesting in accordance with agreement filed November 24, 2010.

2. Reflects the number of shares of Common Stock withheld by the Issuer to pay the tax liability of the Reporting Person, resulting in a net issuance of 28,241 shares of the Issuer's Common Stock in connection with the vesting on December 31, 2010 of restricted stock units granted to the Reporting Person by the Issuer.

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

4. Shares are owned by Dr. Harari's son, who is residing in Dr. Harari's household. Dr. Harari disclaims beneficial ownership of these shares.

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

6. Shares are held by the Eli Harari 2008 Annuity Trust.

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

8. Shares are held by the Britt Harari 2008 Annuity Trust.

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

10. Each Restricted Stock Unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit.

Remarks:

	Sharon L. Spehar, Attorney In Fact for Eliyahou Harari	12/31/2010
	** 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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