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Filing Details

Accession Number:: 0001242648-16-000089
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-05-13 18:58:01
Reporting Period:: 2016-05-11

Filing Date:: 2016-05-13
Accepted Time:: 2016-05-13 18:58:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1000180	Sandisk Corp	SNDK	Computer Storage Devices (3572)	770191793

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1311079	Sumit Sadana	951 Sandisk Drive Milpitas CA 95035	Evp, Cso & Gm Enterprise	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-05-11	23,977	$76.30	50,000	No	4	S	Direct
Common Stock	Disposition	2016-05-12	50,000	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	D	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option	Disposition	2016-05-12	2,475	$0.00	2,475	$48.85
Common Stock	Employee Stock Option	Disposition	2016-05-12	11,719	$0.00	11,719	$47.79
Common Stock	Employee Stock Option	Disposition	2016-05-12	21,094	$0.00	21,094	$51.71
Common Stock	Employee Stock Option	Disposition	2016-05-12	37,500	$0.00	37,500	$74.59
Common Stock	Employee Stock Option	Disposition	2016-05-12	37,500	$0.00	37,500	$82.20

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2018-02-21	No	4	D	Direct
2019-02-16	No	4	D	Direct
2020-02-14	No	4	D	Direct
2021-02-17	No	4	D	Direct
2022-02-16	No	4	D	Direct

Footnotes

These shares were sold in multiple transactions. Full information regarding the number of shares sold in each transaction will be provided, upon request, to the Commission staff, the Issuer or a security holder of the Issuer.
Includes 50,000 shares of Issuer common stock subject to 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.
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").
The vesting of these RSUs was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time").
Disposed of pursuant to the Merger Agreement, whereby at 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.
Disposed of pursuant to an agreement between the Reporting Person and Western Digital, whereby at the Effective Time each outstanding and vested Issuer RSU was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration, using, for the non-cash portion of the Merger Consideration, a stock consideration value of the product of (i) 0.2387 and (ii) 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. Notwithstanding the foregoing, these proceeds will be retained in trust by the Issuer and become payable to the Reporting Person only upon the date that is six months and one day after such Reporting Person's separation from service to the Issuer.
This option was exercisable 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.
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).
This option was originally scheduled to become exercisable 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, but the vesting was fully accelerated immediately prior to the Merger.
Pursuant to the Merger Agreement, 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 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"), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price applicable to such Issuer stock option immediately prior to the Effective Time by (2) the Equity Conversion Ratio.