X0303 4/A 2010-02-16 2010-02-17 0001000180 SANDISK CORP SNDK 0001009165 HARARI ELIYAHOU ET AL 601 MCCARTHY BLVD. MILPITAS CA 95035 1 1 0 0 Chairman & CEO Common Stock 2010-02-16 4 F 0 11670 27.34 D 1964568 I By Trust Common Stock 21136 D Common Stock 100404 I By Trust Common Stock 351468 I By GRAT Common Stock 210027 I By GRAT Common Stock 351468 I By GRAT Common Stock 210027 I By GRAT 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 13,330 shares of the Issuer's Common Stock in connection with the vesting on February 16, 2010 of restricted stock units granted to the Reporting Person by the Issuer on May 25, 2006 and previously reported as of that date. Shares are held by the Harari childrens' trusts of which Dr. Harari is co-trustee and his children are the beneficial owners. Shares are held by the Eli Harari 2008 Annuity Trust. Shares are held by the Eli Harari 2009 Annuity Trust. Shares are held by the Britt Harari 2008 Annuity Trust. Shares are held by the Britt Harari 2009 Annuity Trust. Filing amended to reflect revised number of shares withheld by the Issuer to pay the tax liability of the Reporting Person. Sharon L. Spehar, Attorney In Fact for Eliyahou Harari 2010-02-19