Statement of Changes in Beneficial Ownership (4)
18 June 2022 - 8:48AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
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Goeckeler David |
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP
[
WDC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O WESTERN DIGITAL CORPORATION, 5601 GREAT OAKS PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2022 |
(Street)
SAN JOSE, CA 95119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/15/2022 | | A | | 432489 (1) | A | $0.0 | 751807 | D | |
Common Stock | 6/15/2022 | | A | | 100100 (2) | A | $0.0 | 851907 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Dividend Equivalent Rights | (3) | 6/15/2022 | | A | | 5109.7472 | | (3) | (3) | Common Stock | 5109.7472 | $0.0 | 5109.7472 | D | |
Explanation of Responses: |
(1) | Consists of a sign-on award of 432,489 performance stock units (PSUs) granted to the Reporting Person on March 9, 2020 and amended on June 15, 2022 to remove the performance conditions and provide that the amended award will vest at 100% on March 8, 2023. Each PSU represents a contingent right to receive one share of the Issuer's common stock. |
(2) | Consists of a June 15, 2022 award of 100,100 restricted stock units (RSUs) granted to the Reporting Person, with 30% and 70% vesting on June 15, 2023 and June 15, 2024, respectively. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
(3) | The dividend equivalent rights accrued on previously awarded PSUs which vest proportionately with the PSUs to which they relate on March 8, 2023. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Goeckeler David C/O WESTERN DIGITAL CORPORATION 5601 GREAT OAKS PARKWAY SAN JOSE, CA 95119 | X |
| Chief Executive Officer |
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Signatures
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By: /s/ Sandra Garcia Attorney-in-Fact For: David Goeckeler | | 6/17/2022 |
**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). |
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 control number. |
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