SEC Form 4 · accession 0001209191-16-127200

Workday, Inc. · WDAY

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

Reporting owner

George J Still Jr.

Director

Period of report

Jun 8, 2016

Accepted (ET)

Jun 10, 2016 · 7:57 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,F3	Jun 8, 2016	S	31,000	$80.861	D	13,000	I	By Still Family Partners, a California Limited Partnership formed 3/26/1996
Class A Common Stock^F4	holding	—	—		—	85,000	I	By the Still Family Trust, DTD 3/12/1996
Class A Common Stock	holding	—	—		—	16,136	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	holding	—	—	—	—	Oct 26, 2019	Class A Common Stock	100,000	100,000	D
Stock Option (Right to Buy)^F6	$4.25	holding	—	—	—	—	Nov 1, 2021	Class A Common Stock	90,000	90,000	D
Stock Option (Right to Buy)^F7	$9.20	holding	—	—	—	—	Aug 27, 2022	Class A Common Stock	30,000	30,000	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 October 15, 2015.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.6200 to $81.6199 inclusive. The Reporting Person undertakes to provide 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.
F3Shares held by Still Family Partners, formed 3-26-1996 ("Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4Shares held by Still Family Trust, dated 3/12/1996 ("Still Family Trust"). Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F5The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on October 27, 2014.
F6The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on November 2, 2012, and 5% of the total number of shares vested or will vest 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 termination of the Reporting Person's service for any reason.
F7The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on January 1, 2014.