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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WELSH JAMES K

(Last)

(First)

(Middle)

C/O WESTERN DIGITAL CORPORATION

20511 LAKE FOREST DRIVE

(Street)

LAKE FOREST

92630-7741

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2010

3. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & GM, Branded Products

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,948	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	02/04/2010⁽¹⁾	02/04/2016	Common Stock	49,504	16.85	D
Employee Stock Option (right to buy)	11/08/2007⁽²⁾	11/08/2016	Common Stock	1,894	19.4	D
Employee Stock Option (right to buy)	09/12/2008⁽³⁾	09/12/2014	Common Stock	7,708	23.46	D
Employee Stock Option (right to buy)	09/11/2009⁽⁴⁾	09/11/2015	Common Stock	19,197	23.78	D
Employee Stock Option (right to buy)	02/06/2009⁽⁵⁾	02/06/2015	Common Stock	9,751	28.09	D
Employee Stock Option (right to buy)	09/10/2010⁽⁶⁾	09/10/2016	Common Stock	20,655	35.75	D

Explanation of Responses:

1. The option vested 25% one year from the grant date of February 4, 2009, and an additional 6.25% vested at the end of each three-month period through August 4, 2010. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on February 4, 2013.

2. The option vested 25% one year from the grant date of November 8, 2006, and an additional 6.25% vested at the end of each three-month period through August 8, 2010. The remaining shares subject to the option will vest in full on November 8, 2010.

3. The option vested 25% one year from the grant date of September 12, 2007, and an additional 6.25% vested at the end of each three-month period through June 12, 2010. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on September 12, 2011.

4. The option vested 25% one year from the grant date of September 11, 2008, and an additional 6.25% vested at the end of each three-month period through June 11, 2010. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on September 11, 2012.

5. The option vested 25% one year from the grant date of February 6, 2008, and an additional 6.25% vested at the end of each three-month period through August 6, 2010. The remaining shares subject to the option will vest at 6.25% at the end of each three-month period until fully vested on February 6, 2012.

6. The option vests 25% on the first anniversary of the grant date and 6.25% at the end of each three-month period thereafter.

	By: /s/ Sandra Garcia Attorney-in-Fact For: James K. Welsh	08/23/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.