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*
SHAKEEL ARIF

(Last) (First) (Middle)
C/O WESTERN DIGITAL CORPORATION
20511 LAKE FOREST DRIVE

(Street)
LAKE FOREST CA 92630-7741

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2005
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 02/01/2005 M 86,600 A $6.9375 441,591 D
Common Stock 02/01/2005 M 100,000 A $6.95 541,591 D
Common Stock 02/01/2005 M 285,800 A $6 827,391 D
Common Stock 02/01/2005 S 100,000 D $10.95 727,391 D
Common Stock 02/01/2005 S 100,000 D $10.99 627,391 D
Common Stock 02/01/2005 S 75,400 D $11.05 551,991 D
Common Stock 02/01/2005 S 7,500 D $11.06 544,491 D
Common Stock 02/01/2005 S 2,100 D $11.07 542,391 D
Common Stock 02/01/2005 S 2,000 D $11.08 540,391 D
Common Stock 02/01/2005 S 13,000 D $11.09 527,391 D
Common Stock 02/01/2005 S 62,400 D $11.1 464,991 D
Common Stock 02/01/2005 S 10,000 D $11.11 454,991 D
Common Stock 02/01/2005 S 100,000 D $11.12 354,991 D
Common Stock 02/02/2005 S 1,500 D $11.55 353,491 D
Common Stock 02/02/2005 S 3,500 D $11.56 349,991 D
Common Stock 02/03/2005 S 2,600 D $11.61 347,391 D
Common Stock 02/03/2005 S 2,391 D $11.63 345,000 D
Common Stock 4,266 I by Trust 401(K)
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) $6 02/01/2005 M 285,800 04/27/2001(1) 10/27/2010 Common Stock 285,800 $0 0 D
Employee Stock Option (right to buy) $6.9375 02/01/2005 M 86,600 04/19/2000(2) 04/19/2009 Common Stock 86,600 $0 0 D
Employee Stock Option (right to buy) $6.95 02/01/2005 M 100,000 07/17/2002(3) 01/17/2012 Common Stock 100,000 $0 0 D
Explanation of Responses:
1. The option vested 25% 6 months from the grant date of October 27, 2000, and the remaining 75% vested in three equal installments on October 27, 2001, 2002 and 2003.
2. The option vested 25% 12 months from the grant date of April 19, 1999 and 6.25% at the end of each three-month period thereafter.
3. The option vested 25% 6 months from the grant date of January 17, 2002 and the remaining 75% vested in three equal installments on January 17, 2003, 2004 and 2005.
Remarks:
The reporting owner acquired 649.9615 shares of WDC common stock in an exempt transaction under the issuer's 401(k) plan since his last filing. The reported indirect holdings are based on shares held under the 401(k) plan as of January 31, 2005.
By: /s/ Sandra Garcia Attorney-in-Fact For: Arif Shakeel 02/03/2005
** 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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