SEC Form 4 · accession 0001209191-16-109309
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip W Wilmington
Officer — co-President
Period of report
Mar 15, 2016
Accepted (ET)
Mar 17, 2016 · 8:25 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,F4,F5 | Mar 15, 2016 | S | 14,178 | $69.8243 | D | 237,481 | D | |
| Class A Common StockF2,F4 | Mar 15, 2016 | S | 100 | $70.55 | D | 237,381 | D | |
| Class A Common StockF6,F4 | Mar 16, 2016 | S | 3,152 | $69.7967 | D | 234,229 | D | |
| Class A Common StockF7,F4 | Mar 16, 2016 | S | 8,994 | $70.7038 | D | 225,235 | D | |
| Class A Common StockF8,F4 | Mar 16, 2016 | S | 7,751 | $71.4351 | D | 217,484 | D | |
| Class A Common StockF4 | Mar 16, 2016 | S | 100 | $72.23 | D | 217,384 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2016.
- F2The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 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 plans 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.4700 to $70.4699, 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.
- F4Includes 215,825 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting, of which i) 25% of 137,100 RSUs vested on March 15, 2016 and 6.25% of the total number of units will vest quarterly, and ii) 25% of 113,000 RSUs will vest on June 15, 2016 and 6.25% of the total number of those units will vest quarterly. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
- F5The total number of shares reported has been increased by 1,559 shares due to prior inadvertent under-reporting of the total number of shares beneficially owned by the Reporting Person.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.1400 to $70.1399, 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 $70.1500 to $71.1499, 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 $71.1668 to $72.1667, 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