0001242648-16-000088.txt : 20160513 0001242648-16-000088.hdr.sgml : 20160513 20160513185542 ACCESSION NUMBER: 0001242648-16-000088 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: Robertson Donald F Jr CENTRAL INDEX KEY: 0001526111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26734 FILM NUMBER: 161650117 MAIL ADDRESS: STREET 1: 601 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-05-12 1 0001000180 SANDISK CORP SNDK 0001526111 Robertson Donald F Jr 951 SANDISK DRIVE MILPITAS CA 95035 0 1 0 0 VP & Chief Accounting Officer Common Stock 2016-05-12 4 D 0 18799 D 0 D Employee Stock Option 48.85 2016-05-12 4 D 0 3150 D 2018-02-21 Common Stock 3150 0 D Employee Stock Option 47.79 2016-05-12 4 D 0 5626 D 2019-02-16 Common Stock 5626 0 D Employee Stock Option 51.71 2016-05-12 4 D 0 8438 D 2020-02-14 Common Stock 8438 0 D Employee Stock Option 74.59 2016-05-12 4 D 0 11250 D 2021-02-17 Common Stock 11250 0 D Employee Stock Option 82.20 2016-05-12 4 D 0 9750 D 2022-02-16 Common Stock 9750 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 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. 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. 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"). 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. 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). 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. 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. 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. 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. Sharon L. Spehar - Attorney in Fact for Donald F. Robertson Jr. 2016-05-13