SEC Form 4 · accession 0001209191-15-085135
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Stankey
Officer — Vice Chairman · Director
Period of report
Dec 10, 2015
Accepted (ET)
Dec 14, 2015 · 7:09 pm EST
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 | Dec 10, 2015 | M | 47,000 | $0.65 | A | 331,884 | D | |
| Class A Common StockF3,F1 | Dec 10, 2015 | S | 44,900 | $83.0838 | D | 286,984 | D | |
| Class A Common StockF4,F1 | Dec 10, 2015 | S | 2,100 | $83.7431 | D | 284,884 | D | |
| Class A Common StockF1 | Dec 11, 2015 | M | 47,000 | $0.65 | A | 331,884 | D | |
| Class A Common StockF5,F1 | Dec 11, 2015 | S | 9,199 | $79.1678 | D | 322,685 | D | |
| Class A Common StockF6,F1 | Dec 11, 2015 | S | 18,301 | $80.1294 | D | 304,384 | D | |
| Class A Common StockF7,F1 | Dec 11, 2015 | S | 5,500 | $81.3814 | D | 298,884 | D | |
| Class A Common StockF8,F1 | Dec 11, 2015 | S | 13,000 | $82.4011 | D | 285,884 | D | |
| Class A Common StockF9,F1 | Dec 11, 2015 | S | 1,000 | $82.902 | D | 284,884 | D |
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)F10 | $0.65 | Dec 10, 2015 | M | 47,000 | D | — | Oct 29, 2019 | Class A Common Stock | 47,000 | 603,234 | D |
| Stock Option (right to buy)F10 | $0.65 | Dec 11, 2015 | M | 47,000 | D | — | Oct 29, 2019 | Class A Common Stock | 47,000 | 556,234 | D |
| Stock Option (right to buy)F11 | $2.30 | holding | — | — | — | — | Feb 17, 2021 | Class A Common Stock | 675,000 | 675,000 | D |
| Stock Option (right to buy)F12 | $7.05 | holding | — | — | — | — | May 3, 2022 | Class A Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Includes 277,274 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) 12.5% of 104,349 RSUs vested or will vest in quarterly installments beginning November 15, 2015, ii) 92,984 of the RSUs will vest in eight (8) quarterly installments beginning July 15, 2016, iii) 92,984 of the RSUs will vest as follows: 25% of the total number of units will vest on April 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 Workday on the applicable vesting date.
- F10This stock option grant became fully vested as of 10/1/2014 and is exercisable in full or in part at any time.
- F11This stock option grant is under the Issuer's 2005 Stock Option 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 vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.
- F12This stock option grant is under the Issuer's 2005 Stock Option 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 vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.
- 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 ranging from $82.6200 to $83.6199, 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 $83.6200 to $84.6199, 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 ranging from $78.7600 to $79.7599, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.7600 to $80.7599, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.7600 to $81.7599, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.7600 to $82.7599, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.7600 to $83.7599, 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.