SanDisk 2012 Annual Report Download - page 79

Proxy Statement
(6) Includes 43,750 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 exercised, be subject to a repurchase
right of the Company that lapses over time, if such options were exercised.
(7) Includes 43,750 shares subject to immediately exercisable options granted to Dr. Hu, but some of the shares
subject to those options are currently unvested and would, if exercised, be subject to a repurchase right of
the Company that lapses over time, if such options were exercised.
(8) Includes 296,235 shares held in the name of a trust of which Ms. Lego is the trustee. Also includes
111,500 shares subject to immediately exercisable options granted to Ms. Lego, but some of the shares
subject to those options are currently unvested and would, if exercised, be subject to a repurchase right of
the Company that lapses over time, if such options were exercised.
(9) Includes 30,000 shares held by limited liability companies controlled by Mr. Marks. Also includes
37,500 shares subject to immediately exercisable options granted to Mr. Marks, but some of the shares
subject to those options are currently unvested and would, if exercised, be subject to a repurchase right of
the Company that lapses over time, if such options were exercised.
(10) Includes 31,390 shares held in the name of a trust for the benefit of Mr. Mehrotra and his spouse. Also
includes 640,375 shares subject to outstanding options granted to Mr. Mehrotra that were exercisable on or
within 60 days after March 15, 2013.
(11) Includes 70,111 shares held jointly by Dr. Quader and his spouse. Also includes 149,525 shares subject to
outstanding options granted to Dr. Quader that were exercisable on or within 60 days after March 15, 2013
and 1,250 shares subject to outstanding RSUs granted to Dr. Quader that will vest and become issuable on
or within 60 days after March 15, 2013. Dr. Quader resigned as Senior Vice President, Memory
Technology, Design and Product Development, effective as of April 12, 2013.
(12) Includes 21,775 shares subject to outstanding options granted to Mr. Sadana that were exercisable on or
within 60 days after March 15, 2013. Also includes 3,333 shares subject to outstanding RSUs granted to
Mr. Sadana that will vest and become issuable on or within 60 days after March 15, 2013.
(13) Includes 1,254,475 shares subject to options exercisable on or within 60 days after March 15, 2013 and
3,333 shares subject to RSUs that will vest and become issuable on or within 60 days after March 15, 2013,
including those identified in notes (2) through (10) and (12).
The following table sets forth certain information about entities of which the Company is aware, based
solely on filings made with the SEC, to be beneficial owners of 5% or more of the Common Stock based on
243,641,551 shares of Common Stock outstanding as of March 15, 2013:
Beneficial Ownership
Name or Group of Beneficial Owners
Number of
Shares
Percentage
Owned
BlackRock, Inc. (1) ............................................ 17,751,840 7.3%
40 East 52nd Street
New York, New York 10022
The Vanguard Group, Inc. (2) .................................... 14,144,750 5.8%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
T. Rowe Price Associates, Inc. (3) ................................. 13,772,396 5.7%
100 East Pratt Street
Baltimore, Maryland 21202
(1) Number of shares beneficially owned is reported as of December 31, 2012 and based on the
Schedule 13G/A filed by BlackRock, Inc. on February 8, 2013 with the SEC. BlackRock’s Schedule 13G/A
disclosed that it has the sole voting and dispositive power with respect to all of the shares listed above.
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