SanDisk 2006 Annual Report Download - page 26

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Stock, and CIL reported that it had sole voting power over 9,825,200 shares of Common Stock and sole
dispositive power over 10,850,580 shares of Common Stock. Each of the above entities has disclaimed
beneficial ownership of such shares of Common Stock pursuant to Rule 13d-4 under the Securities Exchange
Act of 1934, as amended.
(2) The principal address of ClearBridge Advisors, LLC (“CA”) is 399 Park Avenue, New York, New York 10022.
Pursuant to a joint Schedule 13G/A filed with the SEC February 8, 2007 by and on behalf of CA, ClearBridge
Asset Management Inc. (“CAM”) and Smith Barney Fund Management LLC (“SBFM”), CA reported that it
had shared voting power over 13,353,997 shares of Common Stock and shared dispositive power over
14,827,963 shares of Common Stock, CAM reported that it had shared voting power over 33,691 shares of
Common Stock and shared dispositive power over 819,981 shares of Common Stock, and SBFM reported that
it had shared voting and dispositive power over 233,591 shares of Common Stock.
(3) The principal address of Delaware Management Holdings (“DMH”) is 2005 Market Street, Philadelphia,
Pennsylvania 19103. Pursuant to a joint Schedule 13G filed with the SEC on February 7, 2007 by and on
behalf of DMH and Delaware Management Business Trust (“DMBT”), DMH reported that it had sole voting
power over 12,449,765 shares of Common Stock, shared voting power over 218 shares of Common Stock and
sole dispositive power over 12,506,143 shares of Common Stock, and DMBT reported that it had sole voting
power over 12,449,765 shares of Common Stock, shared voting power over 218 shares of Common Stock and
sole dispositive power over 12,506,143 shares of Common Stock.
(4) Comprised of 13,346 shares held as community property in the name of Ms. Bruner and her spouse. Also
includes 299,686 shares subject to outstanding option granted to Ms. Bruner, which were exercisable on
March 1, 2007 or within 60 days after that date. Excludes 37,500 restricted stock units that will not vest on
March 1, 2007 or within 60 days after that date.
(5) Includes 12,969 shares held in the name of a trust for the benefit of Mr. Cedar and his spouse. Also includes
389,499 shares subject to outstanding options granted to Mr. Cedar, which were exercisable on March 1, 2007
or within 60 days after that date. Excludes 18,750 restricted stock units that will not vest on March 1, 2007 or
within 60 days after that date.
(6) Includes 208,750 shares subject to outstanding options owned by Mr. Chan, which were exercisable on
March 1, 2007 or within 60 days after that date. Also includes 318 shares owned by Mr. Chan’s spouse and
1,571 shares subject to outstanding options granted to Mr. Chan’s spouse, which were exercisable on March 1,
2007 or within 60 days after that date. Mr. Chan disclaims beneficial ownership of the securities held by his
spouse.
(7) Includes 44,500 shares subject to immediately exercisable options granted to Mr. Federman, but some of the
shares subject to those options are currently unvested and would, if purchased, be subject to a repurchase right
of the Company that lapses over time. Excludes 1,338 restricted stock units that will not vest on March 1, 2007
or within 60 days of that date.
(8) Includes 25,000 shares subject to immediately exercisable options granted to Mr. Gomo, but some of the
shares subject to those options are currently unvested and would, if purchased, be subject to a repurchase right
of the Company that lapses over time. Excludes 4,915 shares restricted stock units that will not vest on
March 1, 2007 or within 60 days after that date.
(9) Includes 2,850,322 shares held in the name of a trust for the benefit of Dr. Harari and his spouse. Also includes
2,188,090 shares subject to outstanding options granted to Dr. Harari, which were exercisable on March 1,
2007, or within 60 days after that date. Also includes 100,404 shares held in the name of a trust for the benefit
of his children. Excludes 75,000 restricted stock units that will not vest on March 1, 2007 or within 60 days
after that date.
(10) Includes 31,250 shares subject to immediately exercisable options granted to Mr. Hartenstein, but some of the
shares subject to those options are currently unvested and would, if purchased, be subject to a repurchase right
of the Company that lapses over time. Excludes 5,938 restricted stock units that will not vest on March 1, 2007
or within 60 days after that date.
(11) Includes 263,580 shares held in the name of a trust of which Ms. Lego is co-trustee. Also includes
130,500 shares subject to immediately exercisable options granted to Ms. Lego, but some of the shares
Proxy Statement
19