SEC Form 4 · accession 0001209191-16-128704
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Peek
Officer — co-President
Period of report
Jun 15, 2016
Accepted (ET)
Jun 17, 2016 · 6:24 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,F4 | Jun 15, 2016 | S | 3,264 | $80.8257 | D | 288,608 | D | |
| Class A Common StockF6,F3 | Jun 15, 2016 | S | 13,894 | $80.6806 | D | 274,714 | 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 StockF7,F8 | — | Jun 15, 2016 | J | 469,543 | D | — | — | Class A Common Stock | 469,543 | 0 | D |
| Class B Common StockF9,F7,F8 | — | Jun 15, 2016 | J | 469,543 | A | — | — | Class A Common Stock | 469,543 | 469,543 | D |
| Performance RightsF10,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 19,366 | 19,366 | D |
Explanation of responses
- F1This sale reported in this Form 4 represents 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 plans 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.
- F10Represents 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.
- F11The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.8200 to $81.8199, 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 269,501 restricted stock units (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) 81,989 of the RSUs vested or will vest in eight quarterly installments beginning 11/15/2015, ii) 69,738 of the RSUs will vest in eight quarterly installments beginning 07/15/2016, iii) 69,738 RSUs vested or will vest quarterly over four years with a one year cliff beginning 4/15/2015, iv) 25,000 RSUs will vest quarterly over four years with a one year cliff beginning 6/15/2015, and v) 77,465 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 date.
- F4Includes 198 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on June 15, 2016.
- F5The 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.3900 to $81.3899, 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.
- F7Each 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.
- F8All 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.
- F9Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.