SEC Form 4 · accession 0001209191-16-121407
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Bozzini
Officer — Senior Vice President
Period of report
May 16, 2016
Accepted (ET)
May 18, 2016 · 6:16 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 StockF2,F3 | May 16, 2016 | S | 3,786 | $71.1704 | D | 183,210 | D | |
| Class A Common StockF3 | May 16, 2016 | S | 77 | $71.80 | D | 183,133 | D | |
| Class A Common Stock | holding | — | — | — | 108,595 | I | By Bozzini Revocable Trust dtd 5/10/2004 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 | |
| Class A Common Stock | holding | — | — | — | 11,077 | I | By The Bozzini Irrevocable Trust dtd 4/12/2012 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF4,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 9,846 | 9,846 | D |
| Stock Option (right to buy)F6 | $0.50 | holding | — | — | — | — | Mar 15, 2019 | Class A Common Stock | 15,000 | 15,000 | D |
| Stock Option (right to buy)F7 | $0.65 | holding | — | — | — | — | Dec 17, 2019 | Class A Common Stock | 200 | 200 | D |
| Stock Option (right to buy)F8 | $1.00 | holding | — | — | — | — | Jul 28, 2020 | Class A Common Stock | 5,250 | 5,250 | D |
| Stock Option (right to buy)F9 | $2.30 | holding | — | — | — | — | Feb 18, 2021 | Class A Common Stock | 139,250 | 139,250 | D |
| Stock Option (right to buy)F10 | $7.05 | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 50,000 | 50,000 | D |
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 1/14/2016 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are 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 do not represent discretionary trades by the Reporting Person.
- F10The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $70.8000 to $71.7999, 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 165,121 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, of which i) 12.5% of 59,628 RSUs 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, iii) 46,492 RSUs will vest or have vested quarterly over four years with a one year cliff beginning 4/15/2015; and iv) 46,492 of the RSUs will vest quarterly over four years with a one year cliff beginning 4/15/2016. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
- F4Represents performance RSUs ("PRSUs") that entitle the Reporting Person to receive one share of Class A common stock in the event that certain performance objectives are achieved, in which case 25% of the PRSUs will vest on 4/15/2017 and the remainder of such PRSUs will vest quarterly over the following three years.
- F5The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.
- F6This stock option grant became fully vested on 1/1/2014.
- F7The stock option grant became fully vested on 12/18/2009.
- F8The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.
- F9The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.