SEC Form 4 · accession 0001209191-16-110113

Workday, Inc. · WDAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark S Peek

Officer — co-President & CFO

Period of report

Mar 18, 2016

Accepted (ET)

Mar 22, 2016 · 8:16 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 Stock^F2	Mar 18, 2016	S	3,964	$72.31	D	227,997	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 Stock^F3,F4	—	holding	—	—	—	—	—	Class A Common Stock	469,543	469,543	D

Explanation of responses

F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 15, 2015.
F2Includes 225,968 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 81,989 RSUs granted vested or will vest in quarterly installments beginning 11/15/2015, ii) 69,738 of the RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, iii) 69,738 RSUs will vest quarterly over four years with a one year cliff, and iv) 25,000 RSUs will vest quarterly over four years with a one year cliff. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date.
F3Each 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.
F4All 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.