Edgar Filing: SHAKEEL ARIF

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHAKEEL ARIF

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)
CEO

(Last)

(First)

(Middle)

C/O WESTERN DIGITAL CORPORATION, 20511 LAKE FOREST DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2006

(Street)

LAKE FOREST, CA 92630-7741

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/31/2006		D⁽¹⁾		90,800	D	$ 0	1,495,476 ⁽²⁾	D
Common Stock	12/18/2006		S		500	D	$ 20.76	1,494,976	D
Common Stock	12/18/2006		S		19,500	D	$ 20.75	1,475,476	D
Common Stock	12/18/2006		S		1,100	D	$ 20.89	1,474,376	D
Common Stock	12/18/2006		S		1,400	D	$ 20.88	1,472,976	D
Common Stock	12/18/2006		S		3,800	D	$ 20.87	1,469,176	D
Common Stock	12/18/2006		S		2,400	D	$ 20.86	1,466,776	D
Common Stock	12/18/2006		S		4,300	D	$ 20.85	1,462,476	D
Common Stock	12/19/2006		S		19,800	D	$ 20.75	1,442,676	D
Common Stock	12/19/2006		S		200	D	$ 20.76	1,442,476	D
Common Stock	12/19/2006		S		5,000	D	$ 20.78	1,437,476	D
Common Stock	12/19/2006		S		5,000	D	$ 20.8	1,432,476	D
Common Stock	12/19/2006		S		3,500	D	$ 20.82	1,428,976	D
Common Stock	12/19/2006		S		1,500	D	$ 20.83	1,427,476	D
Common Stock	12/19/2006		S		4,000	D	$ 20.85	1,423,476	D
Common Stock	12/19/2006		S		1,000	D	$ 20.86	1,422,476	D
Common Stock	12/19/2006		S		5,000	D	$ 20.9	1,417,476	D
Common Stock	12/19/2006		S		5,000	D	$ 20.92	1,412,476	D
Common Stock	12/19/2006		S		18,700	D	$ 20.95	1,393,776	D
Common Stock	12/19/2006		S		1,300	D	$ 20.96	1,392,476	D
Common Stock	12/19/2006		S		20,000	D	$ 21.07	1,372,476	D
Common Stock	12/19/2006		S		8,900	D	$ 21.1	1,363,576	D
Common Stock								5,073	I	by Trust 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 10.21

10/31/2006

D⁽³⁾

31,250

01/20/2006⁽³⁾

01/20/2015

Common Stock

31,250

$ 0

78,125

Employee Stock Option (right to buy)

$ 13.07

10/31/2006

D⁽⁴⁾

12,500

09/24/2004⁽⁴⁾

09/24/2013

Common Stock

12,500

$ 0

75,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHAKEEL ARIF C/O WESTERN DIGITAL CORPORATION 20511 LAKE FOREST DRIVE LAKE FOREST, CA 92630-7741	X		CEO

Signatures

By: /s/ Sandra Garcia Attorney-in-Fact For: Arif Shakeel		12/20/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an award of 90,800 restricted shares of Common Stock granted by the Issuer to the reporting person on August 25, 2005, which cancellation occurred pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006.
(2)	Includes 2,314 shares of Common Stock acquired by the reporting person under the Issuer's employee stock purchase plan on May 31, 2006.
(3)	This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an option to buy 31,250 shares of common stock granted by WDC to the reporting person on January 20, 2005. The option was scheduled to vest 25% on the first anniversary of the grant date and an additional 6.25% at the end of each three-month period thereafter. Pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006, each installment of the option scheduled to vest after June 29, 2007 has been cancelled.
(4)	This transaction does not represent the sale of Common Stock nor the exercise of an option. This transaction represents the partial cancellation of an option to buy 12,500 shares of common stock granted by WDC to the reporting person on September 24, 2003. The option was scheduled to vest 25% on the first anniversary of the grant date and an additional 6.25% at the end of each three-month period thereafter. Pursuant to an amended employment agreement entered into by the Issuer and the reporting person effective October 31, 2006, each installment of the option scheduled to vest after June 29, 2007 has been cancelled.
Remarks: The reporting owner acquired 43.551 shares of WDC common stock 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 reported on December 19, 2006.

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