SanDisk 2006 Annual Report Download - page 27

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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 after that date.
(12) Includes 2,500 shares held in the name of a trust for the benefit of Mr. Marks and his spouse, 15,000 shares
held by a limited liability company controlled by Mr. Marks, 6,000 shares held in the name of a trust for the
benefit of his son and 6,000 shares held in the name of a trust for the benefit of his daughter. Also includes
108,500 shares subject to immediately exercisable options granted to Mr. Marks, but some of the shares
subject to those options would, if exercised, 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 after that date.
(13) Includes 29,604 shares held in the name of a trust for the benefit of Mr. Mehrotra and his spouse. Also includes
629,184 shares subject to outstanding options granted to Mr. Mehrotra, which were exercisable on March 1,
2007 or within 60 days after that date. Excludes 56,250 restricted stock units that will not vest on March 1,
2007 or within 60 days after that date.
(14) Comprised of 50,589 shares held as community property in the name of Dr. Meindl and his spouse and
76,500 shares subject to immediately exercisable options granted to Dr. Meindl, 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 after that date.
(15) Includes 75,000 shares subject to outstanding options granted to Mr. Thakur, 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.
(16) Includes shares subject to options exercisable within 60 days after March 1, 2007, including those identified in
notes (4), (5), (7), (8), (9), (10), (11), (12), (13), (14) and (15).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors,
executive officers, and persons who own more than ten percent (10%) of a registered class of the Company’s equity
securities, to file initial reports of ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company with the SEC. Officers, Directors and stockholders holding more than ten percent (10%)
of the outstanding capital stock of the Company are required by SEC regulations to furnish the Company with
copies of all Section 16(a) reports they file.
Based upon (i) the copies of Section 16(a) reports which the Company received from such persons for their
2006 fiscal year transactions in the Common Stock and their Common Stock holdings, and (ii) the written
representations received from one or more of such persons that no annual Form 5 reports were required to be filed by
them for the 2006 fiscal year, the Company believes that all executive officers, stockholders holding more than 10%
of the outstanding capital stock of the Company and Board members complied with all their reporting requirements
under Section 16(a) for such fiscal year except that a late Form 4 report was filed for Dr. Randhir Thakur on
March 13, 2007 reporting a sales transaction that occurred on September 23, 2006.
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