SEC Form 4 · accession 0001209191-15-049234
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Duffield
Officer — Chairman · Director · 10% Owner
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 9:29 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 | May 29, 2015 | C | 173,500 | $0.00 | A | 335,243 | D | |
| Class A Common StockF3,F1 | May 29, 2015 | S | 137,930 | $78.9633 | D | 197,313 | D | |
| Class A Common StockF4,F1 | May 29, 2015 | S | 35,570 | $79.6502 | D | 161,743 | D | |
| Class A Common StockF5 | holding | — | — | — | 152,612 | 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 StockF1,F6,F7 | — | May 29, 2015 | C | 173,500 | D | — | — | Class A Common Stock | 173,500 | 67,308,229 | D |
Explanation of responses
- F1Held by The David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 9, 2015.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.5000 to $79.4999, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.5000 to $80.4999, 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.
- F5Includes 152,612 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 59,628 restricted stock units will vest in eight (8) quarterly installments beginning 11/15/2015, 46,492 RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, and 46,492 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 date.
- F6Each 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.
- F7All 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.