SEC Form 4 · accession 0001209191-16-126091
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Stankey
Officer — Vice Chairman · Director
Period of report
Jun 2, 2016
Accepted (ET)
Jun 6, 2016 · 7:06 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 StockF1 | Jun 2, 2016 | M | 180,000 | $0.65 | A | 442,031 | D | |
| Class A Common StockF3,F1 | Jun 2, 2016 | S | 109,807 | $77.08 | D | 332,224 | D | |
| Class A Common StockF4,F1 | Jun 2, 2016 | S | 70,193 | $77.8014 | D | 262,031 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $0.65 | Jun 6, 2016 | M | 180,000 | D | — | Oct 29, 2019 | Class A Common Stock | 180,000 | 94,987 | D |
| Stock Option (right to buy)F6 | $2.30 | holding | — | — | — | — | Feb 17, 2021 | Class A Common Stock | 675,000 | 675,000 | D |
| Stock Option (right to buy)F7 | $7.05 | holding | — | — | — | — | May 3, 2022 | Class A Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Includes 227,941 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, of which i) 12.5% of 104,349 RSUs vested or will vest in quarterly installments beginning November 15, 2015, ii) 92,984 of the RSUs will vest in eight (8) quarterly installments beginning July 15, 2016, and iii) 92,984 RSUs vested or will vest quarterly over four years with a one year cliff beginning April 15, 2015. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 8, 2016.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.4600 to $77.4599, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.4600 to $78.4599, 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.
- F5This stock option grant became fully vested as of October 1, 2014 and is exercisable in full or in part at any time.
- F6This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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 termination of the Reporting Person's service for any reason.
- F7This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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 termination of the Reporting Person's service for any reason.