0001242648-16-000077.txt : 20160513 0001242648-16-000077.hdr.sgml : 20160513 20160513182524 ACCESSION NUMBER: 0001242648-16-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160512 FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANDISK CORP CENTRAL INDEX KEY: 0001000180 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770191793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 951 SANDISK DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-801-1000 MAIL ADDRESS: STREET 1: 951 SANDISK DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brazeal Mark David CENTRAL INDEX KEY: 0001627720 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26734 FILM NUMBER: 161650012 MAIL ADDRESS: STREET 1: 951 SANDISK DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-05-12 1 0001000180 SANDISK CORP SNDK 0001627720 Brazeal Mark David 951 SANDISK DRIVE MILPITAS CA 95035 0 1 0 0 SVP, Chief Legal Officer & IP Common Stock 2016-05-12 4 D 0 30348 D 0 D Employee Stock Option 104.47 2016-05-12 4 D 0 25000 D 2021-12-04 Common Stock 25000 0 D 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"). Includes 3,098 shares of Issuer common stock (including shares acquired pursuant to the Issuer's Employee Stock Purchase Plan) and 27,250 shares of Issuer common stock subject to restricted stock units ("RSUs"), the vesting of which was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time"). 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 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 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 outstanding and vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration 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. Sharon L. Spehar, Attorney in Fact for Mark David Brazeal 2016-05-13