SEC Form 4 · accession 0001209191-16-100274

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

Feb 16, 2016

Accepted (ET)

Feb 18, 2016 · 8:52 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 Stock^F1,F2,F3	Feb 16, 2016	S	2,126	$49.8246	D	148,399	D
Class A Common Stock^F3	holding	—	—		—	1,400,000	I	Dave & Cheryl Duffield Foundation

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 Stock^F6,F4,F5	—	holding	—	—	—	—	—	Class A Common Stock	65,669,972	65,669,972	D

Explanation of responses

F1The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 11, 2016 and represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.5000 to $50.4999, 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.
F3Includes 137,705 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 after each 3-month period of continuous service. 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.
F6Held by The David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.