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Robertson Donald F Jr

Filed: 12 May 16, 8:00pm
SEC Form 4
FORM 4UNITED 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*
Robertson Donald F Jr

(Last)(First)(Middle)
951 SANDISK DRIVE

(Street)
MILPITASCA95035

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
SANDISK CORP [ SNDK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP & Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/12/2016D(1)18,799(2)D(3)(4)0D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option$48.8505/12/2016D(1)3,150(5)02/21/2018Common Stock3,150(6)0D
Employee Stock Option$47.7905/12/2016D(1)5,626(5)02/16/2019Common Stock5,626(6)0D
Employee Stock Option$51.7105/12/2016D(1)8,438(7)(5)02/14/2020Common Stock8,438(6)(8)0D
Employee Stock Option$74.5905/12/2016D(1)11,250(9)(5)02/17/2021Common Stock11,250(6)(8)0D
Employee Stock Option$82.205/12/2016D(1)9,750(10)(5)02/16/2022Common Stock9,750(8)0D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2015 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among SanDisk Corporation (the "Issuer"), Western Digital Corporation ("Western Digital") and Schrader Acquisition Corporation ("Merger Sub").
2. Includes 7,047 shares of Issuer common stock (including shares acquired pursuant to the Issuer's Employee Stock Purchase Plan) and 11,752 shares of unvested restricted stock units ("RSUs"). The initial award of these RSUs may have been disclosed on Table II of the applicable Form 4. Each RSU represents a contingent right to acquire one share of Issuer common stock.
3. Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock was cancelled and automatically converted into the right to receive $67.50 in cash, without interest, and 0.2387 shares of Western Digital common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Merger Consideration is $76.18 per share, based on the trading price of Western Digital common stock as of end of trading on May 12, 2016.
4. Pursuant to the Merger Agreement, each outstanding and unvested Issuer RSU was assumed and converted into that number of RSUs (rounded down to the nearest whole share) in respect of Western Digital common stock equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU and (ii) the quotient obtained by dividing (A) the volume weighted average trading price of Issuer common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time by (B) the volume weighted average trading price of Western Digital common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time (such quotient, the "Equity Conversion Ratio").
5. This option provides for vesting with respect to 25% of the option shares on the first anniversary of the vesting commencement date, which was seven years before the identified expiration date, and the balance in equal quarterly installments over the next three years thereafter, subject in each case to continued service.
6. Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the stock portion of the vested option consideration, if any, to reduce the number of shares delivered to the Reporting Person, and thereafter reduced the cash delivered to the Reporting Person).
7. Includes options for 5,625 shares of Issuer common stock that were vested prior to the Effective Time and options for 2,813 shares of Issuer common stock that remain unvested at the Effective Time.
8. Pursuant to the Merger Agreement, each outstanding and unvested Issuer stock option and each Underwater Option was assumed and converted into an option to purchase that number of shares of Western Digital common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer stock option and (ii) the Equity Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price applicable to such Issuer stock option immediately prior to the Effective Time by (B) the Equity Conversion Ratio.
9. Includes options for 5,624 shares of Issuer common stock that were vested prior to the Effective Time and options for 5,626 shares of Issuer common stock that remain unvested at the Effective Time.
10. Includes options for 2,437 shares of Issuer common stock that were vested prior to the Effective Time and options for 7,313 shares of Issuer common stock that remain unvested at the Effective Time.
Remarks:
Sharon L. Spehar - Attorney in Fact for Donald F. Robertson Jr.05/13/2016
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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