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gistfile1.txt

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        Description: PRIMARY DOCUMENT
        Link: http://www.sec.gov/Archives/edgar/data/1000180/000124264811000024/xslF345X03/edgar.xml
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        ExtractedContent: SEC FORM 4 SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 0549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3 35 0 87 Expires: December 31 014 Estimated average burden hours per response: 0.5    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person MEHROTRA SANJAY (Last) (First) (Middle) 601 MCCARTHY BLVD. (Street) MILPITAS CA 95035 (City) (State) (Zip) . Issuer Name and Ticker or Trading Symbol SANDISK CORP [ SNDK ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President/CEO 3. Date of Earliest Transaction (Month/Day/Year) 04/11/ 011 4. If Amendment Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person Table I Non Derivative Securities Acquired Disposed of or Beneficially Owned 1. Title of Security (Instr. 3) . Transaction Date (Month/Day/Year) A. Deemed Execution Date if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/ 5/ 011 G V 4 46 (1) D $0 0 D Common Stock 03/ 5/ 011 G V 4 46 (1) A $0 35 39 I By Mehrotra Family Trust Common Stock 04/11/ 011 M ( ) 0 000 A $5.41 0 000 D Common Stock 04/11/ 011 S ( ) 0 000 D $46.5376 (3) (4) 0 D Table II Derivative Securities Acquired Disposed of or Beneficially Owned (e.g. puts calls warrants options convertible securities) 1. Title of Derivative Security (Instr. 3) . Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Non Qualified Stock Option $5.41 04/11/ 011 M 0 000 09/ 1/ 005 09/ 0/ 011 Common Stock 0 000 $0 4 748 D Explanation of Responses: 1. Transfer of shares directly owned by reporting person to the Mehrotra Family Trust of which Mr. Mehrotra is co trustee. . The transaction was effected by the reporting person pursuant to a Rule 10b 5(1) sales plan effective as of August 10 010. 3. The range of prices for the transactions on this line was $46.18 to $47.11. 4. Full Information regarding the number of shares sold at each separate price will be provided upon request to the Commission staff the issuer or a security holder of the issuer Remarks: Sharon L. Spehar Attorney in Fact for Sanjay Mehrotra 04/13/ 011 Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. If the form is filed by more than one reporting person see Instruction 4 (b)(v). Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form one of which must be manually signed. If space is insufficient see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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