SEC Form 4 · accession 0001209191-15-053521
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A George Battle
Director
Period of report
Jun 11, 2015
Accepted (ET)
Jun 15, 2015 · 9:32 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 StockF2,F3 | Jun 11, 2015 | S | 12,500 | $80.0061 | D | 47,500 | I | By Battle Family Foundation |
| Class A Common StockF4 | Jun 15, 2015 | A | 4,781 | $0.00 | A | 33,137 | D | |
| Classs A Common StockF5 | holding | — | — | — | 11,824 | I | By A. George Battle 2011 Separate Property Trust |
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 StockF6,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 354,623 | 354,623 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Battle Family Foundation on March 12, 2015.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.0000 to $80.9999, 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.
- F3The Reporting Person is the trustee of the Battle Family Foundation.
- F4Includes 4,781 RSUs granted under the Issuer's 2012 Equity Incentive Plan, which vests one-hundred percent (100%) on May 15, 2016.
- F5The Reporting Person is the trustee of the A. George Battle 2011 Separate Property Trust.
- 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.