SEC Form 4 · accession 0001209191-15-021522
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A George Battle
Director
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001327811
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 27, 2015 | C | 25,000 | $0.00 | A | 38,356 | D | |
| Class A Common StockF1,F2 | Feb 27, 2015 | G | 25,000 | $0.00 | D | 13,356 | D | |
| Class A Common StockF3 | Feb 27, 2015 | G | 25,000 | $0.00 | A | 60,000 | I | By Battle Family Foundation |
| Class A Common StockF5 | Feb 27, 2015 | S | 7,468 | $85.6246 | D | 22,532 | I | By A. George Battle 2011 Separate Property Trust |
| Class A Common StockF6 | Feb 27, 2015 | S | 5,110 | $86.8674 | D | 17,422 | I | By A. George Battle 2011 Separate Property Trust |
| Class A Common StockF7 | Feb 27, 2015 | S | 1,874 | $87.6866 | D | 15,548 | I | By A. George Battle 2011 Separate Property Trust |
| Class A Common StockF8 | Feb 27, 2015 | S | 548 | $88.6699 | D | 15,000 | I | By A. George Battle 2011 Separate Property Trust |
| Class A Common Stock | holding | — | — | — | 30,000 | I | By the Perkins-Battle 2011 Trust DTD 10/26/2011 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF11,F9,F10 | — | Feb 27, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 419,623 | D |
Explanation of responses
- F1Includes 5,720 RSUs granted under the Issuer's 2012 Equity Incentive Plan, which vests one-hundred percent (100%) on May 15, 2015.
- F10All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.
- F11The Reporting Person no longer has a reportable beneficial interest in 22,624 shares of Class B Common Stock of the Issuer owned by a family member and included in the Reporting Person's prior ownership reports.
- F2The Reporting Person no longer has a reportable beneficial interest in 9,000 shares of Class A Common Stock of the Issuer owned by a family member and included in the Reporting Person's prior ownership reports.
- F3The Reporting Person is the trustee of the Battle Family Foundation.
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 9, 2015.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.3400 to $86.3399, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.3861 to $87.3860, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.3900 to $88.3899, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.4300 to $89.4299, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
- F9Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.