SEC Form 4 · accession 0001209191-15-029694
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James P Shaughnessy
Officer — SVP, General Counsel & Secty
Period of report
Mar 24, 2015
Accepted (ET)
Mar 26, 2015 · 8:16 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 24, 2015 | A | 27,895 | $0.00 | A | 85,604 | D | |
| Class A Common StockF2 | holding | — | — | — | 37,000 | I | Shaughnessy Family Trust Agreement u/a/d 11/15/13 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $3.70 | holding | — | — | — | — | Aug 29, 2021 | Class A Common Stock | 86,000 | 86,000 | D |
| Stock Option (right to buy)F4 | $4.25 | holding | — | — | — | — | Dec 15, 2021 | Class A Common Stock | 10,000 | 10,000 | D |
| Stock Option (right to buy)F5 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1Includes 85,604 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting, of which 29,814 RSUs will vest in 8 quarterly installments beginning 11/15/2015, 27,895 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2015 when the Reporting Person completes 12 months of continuous service and 6.25% of the total number of units will vest as the Reporting Person completes each 3-month period of continuous service thereafter, and 27,895 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2016 when the Reporting Person completes 12 months of continuous service and 6.25% of the total number of units will vest as the Reporting Person completes each 3-month period of continuous service thereafter. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
- F2Shares held by the Shaughnessy Family Trust Agreement u/a/d 11/15/13 ("Shaughnessy Family Trust"). The Reporting Person is a trustee of the Shaughnessy Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Shaughnessy Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
- F4This stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
- F5The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on September 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.