FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sadana Sumit 		2. 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)
EVP, CSO & GM Enterprise
(Last)          (First)          (Middle)

951 SANDISK DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2016
(Street)

MILPITAS, CA 95035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/11/2016     S    23977   D $76.30   (1) 50000   (2) D  
 
Common Stock   5/12/2016     D (3) (6)    50000   (2) (4) D   (5) (6) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Stock Option   $48.85   5/12/2016     D   (3)       2475      (7) 2/21/2018   Common Stock   2475     (8) 0   D  
 
Employee Stock Option   $47.79   5/12/2016     D   (3)       11719      (7) 2/16/2019   Common Stock   11719     (8) 0   D  
 
Employee Stock Option   $51.71   5/12/2016     D   (3)       21094      (9) 2/14/2020   Common Stock   21094     (8) 0   D  
 
Employee Stock Option   $74.59   5/12/2016     D   (3)       37500      (9) 2/17/2021   Common Stock   37500     (8) 0   D  
 
Employee Stock Option   $82.20   5/12/2016     D   (3)       37500      (9) 2/16/2022   Common Stock   37500     (10) 0   D  
 

Explanation of Responses:
( 1)  These shares were sold in multiple transactions. Full information regarding the number of shares sold in each transaction will be provided, upon request, to the Commission staff, the Issuer or a security holder of the Issuer.
( 2)  Includes 50,000 shares of Issuer common stock subject to restricted stock units ("RSUs"). The initial award of these RSUs may have been disclosed on Table II of the applicable Form 4. Each RSU represents a contingent right to acquire one share of Issuer common stock.
( 3)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2015 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among SanDisk Corporation (the "Issuer"), Western Digital Corporation ("Western Digital") and Schrader Acquisition Corporation ("Merger Sub").
( 4)  The vesting of these RSUs was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time").
( 5)  Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each share of Issuer common stock was cancelled and automatically converted into the right to receive $67.50 in cash, without interest, and 0.2387 shares of Western Digital common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Merger Consideration is $76.18 per share, based on the trading price of Western Digital common stock as of end of trading on May 12, 2016.
( 6)  Disposed of pursuant to an agreement between the Reporting Person and Western Digital, whereby at the Effective Time each outstanding and vested Issuer RSU was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration, using, for the non-cash portion of the Merger Consideration, a stock consideration value of the product of (i) 0.2387 and (ii) the volume weighted average trading price of Western Digital common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time. Notwithstanding the foregoing, these proceeds will be retained in trust by the Issuer and become payable to the Reporting Person only upon the date that is six months and one day after such Reporting Person's separation from service to the Issuer.
( 7)  This option was exercisable with respect to 25% of the option shares on the first anniversary of the vesting commencement date, which was seven years before the identified expiration date, and the balance in equal quarterly installments over the next three years thereafter, subject in each case to continued service.
( 8)  Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the stock portion of the vested option consideration, if any, to reduce the number of shares delivered to the Reporting Person, and thereafter reduced the cash delivered to the Reporting Person).
( 9)  This option was originally scheduled to become exercisable with respect to 25% of the option shares on the first anniversary of the vesting commencement date, which was seven years before the identified expiration date, and the balance in equal quarterly installments over the next three years thereafter, subject in each case to continued service, but the vesting was fully accelerated immediately prior to the Merger.
( 10)  Pursuant to the Merger Agreement, each Underwater Option was assumed and converted into an option to purchase that number of shares of Western Digital common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer stock option and (ii) the quotient obtained by dividing (A) the volume weighted average trading price of Issuer common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time by (B) the volume weighted average trading price of Western Digital common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the Effective Time (such quotient, the "Equity Conversion Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price applicable to such Issuer stock option immediately prior to the Effective Time by (2) the Equity Conversion Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sadana Sumit
951 SANDISK DRIVE
MILPITAS, CA 95035

EVP, CSO & GM Enterprise

Signatures
Sharon L. Spehar - Attorney In Fact for Sumit Sadana 5/13/2016
** 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 control number.
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