SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

SanDisk Corporation and Western Digital Corporation (issuers) and SanDisk Corporation (offeror)

(Name of Subject Company and Filing Person (issuer) and Name of Filing Person (offeror))

1.5% Convertible Senior Notes due 2017

0.5% Convertible Senior Notes due 2020

(Title of Class of Securities)

80004CAD3

80004CAF8

(CUSIP Number of Class of Securities)

Michael C. Ray, Executive Vice President, Chief Legal Officer and Secretary

Western Digital Corporation

3355 Michelson Drive, Suite 100

Irvine, California 92612

(949) 672-7000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

David Lopez, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

CALCULATION OF FILING FEE

Transaction valuation(1)	Amount of filing fee(2)
$2,502,620,682.71	$252,013.90

(1) Calculated solely for purposes of determining the filing fee. The purchase price of the 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and the 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”), as described herein, is 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest to, but not including, the purchase date. As of May 11, 2016 there was $ $2,496,699,000 in aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $2,502,620,682.71

(2) The amount of the filing fee equals $100.70 for each $1,000,000 of the value of the transaction.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$252,013.90	Filing Party:	SanDisk Corporation
Form or Registration No.:	Schedule TO-I	Date Filed:	May 12, 2016

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨  third-party tender offer subject to Rule 14d-1

x  issuer tender offer subject to Rule 13e-4

¨  going-private transaction subject to Rule 13e-3

¨  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

INTRODUCTORY STATEMENT

This Amendment No. 1 to the Schedule TO filed by SanDisk Corporation on May 12, 2016 (the “Schedule TO”) in connection with its offer to purchase for cash any and all of its outstanding 1.5% Convertible Senior Notes due 2017, as required by the indenture for that series of notes, and its 0.50% Convertible Senior Notes due 2020, as required by the indenture for that series of notes, on the terms and conditions set forth in the Designated Event Company Notice and Offer to Purchase, dated May 12, 2016, amends the Schedule TO to file an additional exhibit in accordance with Rule 13e-4(c)(1) under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:

Exhibit Number	Description
(a)(5)(C)*	Press release issued on June 7, 2016.

* Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SanDisk Corporation
By:	/s/ Michael C. Ray
	President and Secretary

Dated: June 7, 2016

EXHIBIT INDEX

Exhibit Number	Description
(a)(5)(C)*	Press release issued on June 7, 2016.

* Filed herewith.

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Company contacts:

Bob Blair

Western Digital Investor Relations

949.672.7834

robert.blair@wdc.com

Steve Shattuck

Western Digital Public Relations

949.672.7817

steve.shattuck@wdc.com

FOR IMMEDIATE RELEASE:

WESTERN DIGITAL UPDATES STATUS OF CONVERSIONS OF SANDISK

CONVERTIBLE NOTES

IRVINE, Calif. — June 7, 2016 — Western Digital Corporation (NASDAQ: WDC) and its wholly-owned subsidiary SanDisk Corporation (“SanDisk”) announced today that as of June 6, 2016, it has received notices of conversion from holders of approximately $919.2 million, or 92% of the outstanding principal amount, of their 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and from holders of approximately $1.2 billion, or 83% of the outstanding principal amount, of their 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”).

Holders of the Notes currently have the right to convert their notes into cash and WDC stock at a temporarily increased conversion rate or require SanDisk to purchase their Notes at par plus accrued and unpaid interest by tendering their notes pursuant to the terms of the tender offer announced by SanDisk on May 12, 2016. The deadline for exercising either of those rights is June 9, 2016, at 11:59 p.m., Eastern Time.

Holders that convert their Notes will receive units of reference property. Each unit of “reference property” is equal to the consideration paid for one share of SanDisk common stock in the merger, which was $67.50 and 0.2387 shares of WDC stock.

Western Digital Updates Status of Conversions of SanDisk Convertible Notes

Page 2 of 3

If holders convert on or prior to June 9, 2016, the conversion rate will be increased by:

• with respect to the 2017 Notes: 1.0702 units of reference property, to a total of 20.8004 units of “reference property,” corresponding to 4.9651 shares of WDC common stock and $1,404.03, per $1,000 principal amount of 2017 Notes; and

• with respect to the 2020 Notes: 2.8720 units of reference property, to a total of 13.7726 units of “reference property,” corresponding to 3.2875 shares of WDC common stock and $929.65, per $1,000 principal amount of 2020 Notes.

After June 9, the conversion rate will revert to (subject to adjustment per the applicable indenture):

• with respect to the 2017 Notes: 19.7302 units of reference property, corresponding to 4.7096 shares of Parent common stock and $1,331.79, per $1,000 principal amount of 2017 Notes; and

• with respect to the 2020 Notes: 10.9006 units of reference property, corresponding to 2.6020 shares of Parent common stock and $735.79, per $1,000 principal amount of 2020 Notes.

All conversions will be net share settled in accordance with the terms of the relevant indenture.

Holders that tender their notes to us would receive $1,004.79 for the 2017 Notes and $1,000.76 for the 2020 Notes. Holders may also choose to retain their notes or sell them in the secondary market.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or an offer to purchase any securities. In connection with the above-described tender offer, SanDisk filed a Schedule TO, including an attached “Designated Event Company Notice And Offer To Purchase” which includes detail regarding the temporary conversion rate and processes for tendering and converting Notes, with the SEC on May 12, 2016. This material is not a substitute for the Schedule TO, “Designated Event Company Notice And Offer To Purchase” or for any other document that Western Digital or SanDisk may file with the SEC in connection with the tender offer or right of Noteholders to convert their Notes at a temporarily increased conversion rate. NOTEHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SCHEDULE TO AND ATTACHED “DESIGNATED EVENT COMPANY NOTICE AND OFFER TO PURCHASE,” BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND NOTEHOLDERS’ RIGHT TO CONVERT THEIR NOTES AT A TEMPORARILY INCREASED CONVERSION RATE ON OR BEFORE JUNE 9, 2016. Investors and Noteholders will be able to obtain copies of the Schedule TO and attached “Designated Event Company Notice And Offer To Purchase” as well as other filings containing information about Western Digital and SanDisk, without charge, at the SEC’s website, http://www.sec.gov. Copies of the “Designated Event Company Notice And Offer To Purchase” and documents filed with the SEC by Western Digital will be available free of charge on Western Digital’s website at http://www.wdc.com.

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Western Digital Updates Status of Conversions of SanDisk Convertible Notes

Page 3 of 3

About Western Digital

Western Digital Corporation (NASDAQ: WDC) is an industry-leading provider of storage technologies and solutions that enable people to create, leverage, experience and preserve data. The company addresses ever-changing market needs by providing a full portfolio of compelling, high-quality storage solutions with customer-focused innovation, high efficiency, flexibility and speed. Our products are marketed under the HGST, SanDisk and WD brands to OEMs, distributors, resellers, cloud infrastructure providers and consumers. Financial and investor information is available on the company’s Investor Relations website at investor.wdc.com.

Forward-Looking Statements

Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Western Digital Corporation’s (“Western Digital”) current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Western Digital disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Western Digital’s current expectations depending upon a number of factors affecting Western Digital’s business. These factors include, among others, the impact of competitive products and pricing; market acceptance of and continued demand for Western Digital’s products; risks associated with acquisitions, mergers and joint ventures; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Western Digital’s periodic public filings with the Securities and Exchange Commission. Except as expressly required by law, Western Digital disclaims any intent or obligation to update these forward-looking statements.

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Western Digital, WD, the HGST logo, SanDisk and G-Technology are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the U.S. and/or other countries. Other trademarks, registered trademarks, and/or service marks, indicated or otherwise, are the property of their respective owners.

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