SEC Form 4 · accession 0001209191-16-143020
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Stankey
Officer — Vice Chairman · Director
Period of report
Sep 26, 2016
Accepted (ET)
Sep 28, 2016 · 4:53 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 StockF1 | Sep 26, 2016 | M | 56,200 | $2.30 | A | 303,261 | D | |
| Class A Common StockF3,F1 | Sep 26, 2016 | S | 56,100 | $88.1975 | D | 247,161 | D | |
| Class A Common StockF1 | Sep 26, 2016 | S | 100 | $88.87 | D | 247,061 | D | |
| Class A Common StockF1 | Sep 27, 2016 | M | 56,200 | $2.30 | A | 303,261 | D | |
| Class A Common StockF4,F1 | Sep 27, 2016 | S | 5,700 | $88.8182 | D | 297,561 | D | |
| Class A Common StockF5,F1 | Sep 27, 2016 | S | 50,500 | $89.457 | D | 247,061 | 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)F7,F6 | $2.30 | Sep 26, 2016 | M | 56,200 | D | — | Feb 17, 2021 | Class A Common Stock | 56,200 | 421,187 | D |
| Stock Option (right to buy)F6 | $2.30 | Sep 27, 2016 | M | 56,200 | D | — | Feb 17, 2021 | Class A Common Stock | 56,200 | 364,987 | D |
| Stock Option (right to buy)F8 | $7.05 | holding | — | — | — | — | May 3, 2022 | Class A Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Includes 197,463 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, from original grants consisting of i) 104,349 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 92,984 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 92,984 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 8, 2016.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.8200 to $88.8199, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.0100 to $89.0099, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.0100 to $90.0099, 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.
- F6This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.
- F7Includes 30,000 shares subject to the stock option grant that were inadvertently omitted from the prior Form 4 filed on September 12, 2016.
- F8This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.