SEC Form 4 · accession 0001209191-16-140665

Workday, Inc. · WDAY

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Includes 246,176 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, from original grants consisting of i) 81,989 RSUs with a grant date of 8/30/2013 which vested or will vest in eight quarterly installments beginning 11/15/2015, ii) 69,738 RSUs with a grant date of 4/15/2014 which vested or will vest in eight quarterly installments beginning 07/15/2016, and iii) 69,738 RSUs with a grant date of 4/15/2015, 25,000 RSUs with a grant date of 6/15/2015, and 77,465 RSUs with a grant date of 4/15/2016 which 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 the Issuer on the applicable vesting date.
• F2The reported shares, other than the RSUs described in Footnote 1, are held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
• F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the OMEGA Living Trust, UTA 8/6/15 on July 15, 2016.
• F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $89.2000 to $90.1999, 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.
• 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.
• F7Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
• 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.