SEC Form 4 · accession 0001209191-16-091869
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
Jan 15, 2016
Accepted (ET)
Jan 15, 2016 · 7:38 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 | Jan 15, 2016 | C | 1,400,000 | $0.00 | A | 1,400,000 | D | |
| Class A Common StockF1 | Jan 15, 2016 | G | 1,400,000 | $0.00 | D | 0 | D | |
| Class A Common StockF2 | Jan 15, 2016 | G | 1,400,000 | $0.00 | A | 1,400,000 | I | Dave & Cheryl Duffield Foundation |
| Class A Common StockF3 | holding | — | — | — | 150,525 | 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,F4,F5 | — | Jan 15, 2016 | C | 1,400,000 | D | — | — | Class A Common Stock | 1,400,000 | 65,669,972 | 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.
- F2Includes 1,125,000 shares gifted to the Dave & Cheryl Duffield Foundation of which the Reporting Person is a Director and 275,000 shares from The Duffield Community Property Trust, of which the Reporting Person is a trustee.
- F3Includes 145,159 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 i) 12.5% of 59,628 RSUs granted vested or will vest in 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. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
- F4Each 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.
- F5All 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.