FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Nir Yehoshua   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) SVP, Corp Mktg & GM Retail BU (Last) (First) (Middle) 951 SANDISK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2014 (Street) MILPITAS, CA 95035 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. 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 02/22/2014   M   1,100 (1) A $ 74.8 4,110 D   Common Stock 02/22/2014   F   409 (2) D $ 74.8 3,701 D   Common Stock 02/24/2014   M   1,334 (1) A $ 75.81 5,035 D   Common Stock 02/24/2014   F   493 (2) D $ 75.81 4,542 D   Common Stock 02/25/2014   M(3)   1,238 A $ 48.85 5,780 D   Common Stock 02/25/2014   S(3)   1,238 D $ 75.49 4,542 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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)

2. 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 Underlying Securities (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

Restricted Stock Unit

$ 0

02/22/2014

M

1,100

(4)

02/14/2020

Common Stock

1,100

$ 0

1,100

D

Restricted Stock Unit

$ 0 (5)

02/24/2014

M

1,334

(4)

02/23/2017

Common Stock

1,334

$ 0

0

D

Employee Stock Option

$ 48.85

02/25/2014

M

1,238

(6)

02/21/2018

Common Stock

1,238

$ 0

4,951

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nir Yehoshua 951 SANDISK DRIVE MILPITAS, CA 95035			SVP, Corp Mktg & GM Retail BU

Signatures

Sharon L. Spehar - Attorney in Fact for Yehoshua Nir		02/26/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the number of shares of Common Stock acquired in connection with the vesting of restricted stock units granted to the Reporting Person by the Issuer.
(2)	Reflects the number of shares of Common Stock withheld by the Issuer to pay the tax liability of the Reporting Person resulting in a net issuance of the Issuer's Common Stock.
(3)	The transaction was effected by the reporting person pursuant to a Rule 10b-5(1) sales plan effective as of August 10, 2010.
(4)	The award shall vest in four successive equal annual installments measured from the vesting commencement date.
(5)	Each restricted stock unit represents the right to receive one share of SanDisk Common Stock.
(6)	Option Grant shall become exercisable with respect to 25% of the option shares on the first anniversary of the vesting commencement date and the balance in equal quarterly installments over the next three years thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.