X0303 4 2009-05-27 0001000180 SANDISK CORP SNDK 0001163715 MARKS MICHAEL E 601 MCCARTHY BLVD. MILPITAS CA 95035 1 0 0 0 Common Stock 2009-05-27 4 A 0 5752 A 5752 D Common Stock 5994 I By Marks Family Trust Common Stock 20000 I By Limited Liability Company Common Stock 50000 I By Limited Liability Company Common Stock 6000 I By Justin Caine Marks Trust Common Stock 6000 I By Amy G Marks Trust Non-Qualified Stock Option 15.52 2009-05-27 4 A 0 6250 0 A 2016-05-26 Common Stock 6250 6250 D Represents an award of restricted stock units under the Issuer's 2005 Incentive Plan. Each such unit represents the right to receive one share of the Issuer's common stock upon the vesting of that unit. All the awarded units will vest upon the Reporting Person's continued service as a member of the Issuer's Board of Directors until the earlier of (i) the expiration of the one-year period measured from the award date or (ii) the day immediately preceding the date of the next annual meeting of the Issuer's stockholders. Includes 5,752 shares of the Issuer's common stock subject to restricted stock units, and those shares will not actually be issued until the units vest. These shares are held by the Marks Family Trust UA DTD 07/07/2000 of which the reporting person is co-trustee and co-beneficiary. These shares are held by a Epping LLC controlled by the reporting person. These shares are held by WB Investors, LLC controlled by the reporting person. These shares are held by the Justin Caine Marks Trust U/A DTD 06/06/95 of which the reporting person is co-trustee and a family member is the beneficiary. These shares are held by the Amy G Marks Trust U/A DTD 06/06/95 of which the reporting person is co-trustee and a family member is the beneficiary. Option shall be immediately exercisable for any or all of the option shares. However, any shares purchased under the option shall be subject to repurchase by the Corporation, at the exercise price paid per share, upon the Optionee's cessation of Board service prior to vesting in those shares. Option shall vest, and the Corporation's repurchase right shall lapse, upon the Reporting Person's continued service as a Board member until the earlier of (i) the expiration of the one-year period measured from the award date or (ii) the day immediately preceding the date of the next annual meeting of the Issuer's stockholders. Sharon L. Spehar - Attorney in Fact for Michael E. Marks 2009-05-28