SEC Form 4 · accession 0001209191-16-128698

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

Jun 15, 2016

Accepted (ET)

Jun 17, 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
Class A Common Stock^F2,F3	Jun 15, 2016	S	16,830	$80.8734	D	313,230	D
Class A Common Stock^F5,F3	Jun 15, 2016	S	11,354	$78.6817	D	301,876	D
Class A Common Stock^F6,F3	Jun 15, 2016	S	8,634	$79.3726	D	293,242	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Right^F7,F8	—	holding	—	—	—	—	—	Class A Common Stock	28,169	28,169	D

Explanation of responses

F1The 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.5000 to $81.4999, 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.
F3Includes 291,683 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 or will vest quarterly over four years with a one year cliff beginning 3/15/2015, ii) 25% of 113,000 RSUs will vested or will vest quarterly over four years with a one year cliff beginning 6/15/2015, and iii) 112,676 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 Workday on the applicable vesting date.
F4The 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.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.1400 to $79.1399, 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
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.1700 to $80.1699, 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
F7Represents 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.
F8The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.