SEC Form 4 · accession 0001209191-15-071016
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Bozzini
Officer — Senior Vice President
Period of report
Sep 14, 2015
Accepted (ET)
Sep 16, 2015 · 8:02 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 | Sep 14, 2015 | M | 6,250 | $1.00 | A | 159,587 | D | |
| Class A Common StockF3,F1 | Sep 14, 2015 | S | 6,150 | $69.865 | D | 153,437 | D | |
| Class A Common StockF1 | Sep 14, 2015 | S | 100 | $70.60 | D | 153,337 | D | |
| Class A Common StockF1 | Sep 15, 2015 | M | 6,250 | $1.00 | A | 159,587 | D | |
| Class A Common StockF4,F1 | Sep 15, 2015 | S | 3,200 | $70.2275 | D | 156,387 | D | |
| Class A Common StockF5,F1 | Sep 15, 2015 | S | 3,050 | $70.9157 | D | 153,337 | D | |
| Class A Common Stock | holding | — | — | — | 83,595 | I | By Bozzini Revocable Trust dtd 5/10/2004 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 |
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)F6 | $1.00 | Sep 14, 2015 | M | 6,250 | D | — | Jul 28, 2020 | Class A Common Stock | 6,250 | 13,250 | D |
| Stock Option (right to buy)F6 | $1.00 | Sep 15, 2015 | M | 6,250 | D | — | Jul 28, 2020 | Class A Common Stock | 6,250 | 7,000 | D |
| Stock Option (right to buy)F7 | $0.50 | holding | — | — | — | — | Mar 15, 2019 | Class A Common Stock | 40,000 | 40,000 | D |
| Stock Option (right to buy)F8 | $0.65 | holding | — | — | — | — | Dec 17, 2019 | Class A Common Stock | 200 | 200 | D |
| Stock Option (right to buy)F9 | $2.30 | holding | — | — | — | — | Feb 18, 2021 | Class A Common Stock | 200,000 | 200,000 | D |
| Stock Option (right to buy)F10 | $7.05 | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1Includes 152,612 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, of which i) 59,628 RSUs will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2016 and 6.25% of the total number of units will vest as the Reporting Person completes each 3-month period of continuous service thereafter, in each case subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
- F10The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.
- F2The 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $69.5700 to $70.5699, 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 within the range of $69.7400 to $70.7399, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $70.7400 to $71.7399, 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 stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.
- F7This stock option grant became fully vested on January 1, 2014.
- F8The stock option grant became fully vested on December 18, 2009.
- F9The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.