SC 13G/A 1 efc10-2806_formsc13g.txt DISCLOSURE <5% UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SanDisk Corporation ---------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------- (Title of Class of Securities) 80004C101 --------------------- (CUSIP Number) June 24, 2010 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 5 Pages SCHEDULE 13G CUSIP No.: 80004C101 Page 2 of 5 Pages ................................................................................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NORGES BANK (THE CENTRAL BANK OF NORWAY) ................................................................................ 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] N/A ................................................................................ 3. SEC Use Only ................................................................................ 4. Citizenship or Place of Organization NORWAY ................................................................................ Number of 5. Sole Voting Power 11,196,481 Shares Beneficially ................................................................ Owned by Each Reporting 6. Shared Voting Power 0 Person With ................................................................ 7. Sole Dispositive Power 5,773,031 ................................................................ 8. Shared Dispositive Power 5,423,450 ................................................................................ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,196,481 ................................................................................ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A ................................................................................ 11. Percent of Class Represented by Amount in Row (9) 4.87% based on 229,982,746 issued Common Stock ................................................................................ 12. Type of Reporting Person: OO CUSIP No.: 80004C101 Page 3 of 5 Pages Item 1(a). Name of Issuer: SanDisk Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 601 McCarthy Boulevard Milpitas, CA 95035 United States of America Item 2(a). Name of Person Filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): NORGES BANK (CENTRAL BANK OF NORWAY) Item 2(b). Address of Principal Business Office or, if None, Residence: Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway Item 2(c). Citizenship: Norwegian Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 80004C101 Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned As of June 24, 2010, Norges Bank may be deemed to be the beneficial owner of 11,196,481 Common Shares. Item 4(b) Percent of Class: The number of Shares which Norges Bank may be deemed to be the beneficial owner constitutes approximately 4.87% of the total number of Common Stock in issue. Page 4 of 5 Pages Item 4(c) Number of Shares of which such person has: NORGES BANK (CENTRAL BANK OF NORWAY) (i) Sole power to vote or direct the vote: 11,196,481 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 5,773,031 (iv) Shared power to dispose or direct the disposition of: 5,423,450 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 5 Pages SIGNATURE After reasonable 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. NORGES BANK Date: June 28, 2010 By: /s/ Ivar Lien ---------------------- Name: Ivar Lien Title: Analyst