SEC Form 4 · accession 0001209191-15-028066
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Peek
Officer — Chief Financial Officer
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:22 pm EDT
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 | Mar 17, 2015 | C | 40,000 | $0.00 | A | 194,802 | D | |
| Class A Common StockF3,F1 | Mar 17, 2015 | S | 40,000 | $83.4368 | D | 154,802 | D |
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 StockF4,F5 | — | Mar 17, 2015 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 390,926 | D |
| Class B Common StockF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 118,617 | 118,617 | D |
Explanation of responses
- F1Includes 151,727 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, of which 81,989 of the RSUs will vest in eight (8) quarterly installments beginning November 15, 2015, and 69,738 of the RSUs will vest in eight (8) quarterly installments beginning July 15, 2016 and are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 12, 2013.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $83.3800 to $84.3799, 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.
- F4Each 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.
- F5All 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.