SEC Form 4 · accession 0001209191-16-137682
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aneel Bhusri
Officer — Chief Executive Officer · Director
Period of report
Aug 15, 2016
Accepted (ET)
Aug 17, 2016 · 7:48 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 | Aug 15, 2016 | S | 4,392 | $83.3065 | D | 313,535 | D | |
| Class A Common StockF4,F3 | Aug 15, 2016 | S | 4,344 | $84.0286 | D | 309,191 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Plan Stock Option (Right to Buy)F5,F6,F7 | — | holding | — | — | — | — | Nov 3, 2020 | Class A Common Stock | 2,828,356 | 2,828,356 | D |
| Performance RightsF8,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 5,634 | 5,634 | D |
| Class B Common StockF5,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 8,126,443 | 8,126,443 | D |
| Class B Common StockF5,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 5,000 | 5,000 | I |
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 7/15/2015 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $82.7850 to $83.7849, 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 253,067 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) 12.5% of 134,163 RSUs granted vested or will vest in quarterly installments beginning 11/15/2015, ii) 104,607 of the RSUs will vest or have vested in eight (8) quarterly installments beginning 07/15/2016, and iii) 104,607 RSUs with a grant date of 4/15/2015 and 22,535 RSUs with a grant date of 4/15/2016 each vested or will vest quarterly over four years with a one year cliff. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $83.8500 to $84.8499, 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.
- F5Each 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.
- F6All 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.
- F7The stock option grant was issued outside of the Issuer's 2005 Stock Plan, and vests or vested as follows: 20% of the total number of shares vested on January 1, 2013, and 5% of the total number of shares vested or will vest when the Reporting Person completed or completes each 3-month period of continuous service thereafter. The stock 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.
- F8Represents 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.
- F9The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.