SEC Form 4 · accession 0001209191-16-143365

Workday, Inc. · WDAY

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

Reporting owner

James Bozzini

Officer — Senior Vice President

Period of report

Sep 28, 2016

Accepted (ET)

Sep 30, 2016 · 5:28 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 Stock^F1	Sep 28, 2016	M	6,250	$2.30	A	181,110	D
Class A Common Stock^F3,F1	Sep 28, 2016	S	3,600	$89.9729	D	177,510	D
Class A Common Stock^F4,F1	Sep 28, 2016	S	2,650	$90.5668	D	174,860	D
Class A Common Stock^F1	Sep 29, 2016	M	6,250	$2.30	A	181,110	D
Class A Common Stock^F5,F1	Sep 29, 2016	S	6,250	$90.7823	D	174,860	D
Class A Common Stock	holding	—	—		—	108,595	I	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012

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)^F6	$2.30	Sep 28, 2016	M	6,250	D	—	Feb 18, 2021	Class A Common Stock	6,250	100,750	D
Stock Option (right to Buy)^F6	$2.30	Sep 29, 2016	M	6,250	D	—	Feb 18, 2021	Class A Common Stock	6,250	94,500	D
Performance Rights^F7,F8	$0.00	holding	—	—	—	—	—	Class A Common Stock	9,846	9,846	D
Stock Option (right to buy)^F9	$0.50	holding	—	—	—	—	Mar 15, 2019	Class A Common Stock	15,000	15,000	D
Stock Option (right to buy)^F10	$0.65	holding	—	—	—	—	Dec 17, 2019	Class A Common Stock	200	200	D
Stock Option (right to buy)^F11	$7.05	holding	—	—	—	—	May 4, 2022	Class A Common Stock	50,000	50,000	D

Explanation of responses

F1Includes 148,951 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 59,628 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 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) 46,492 RSUs with a grant date of 04/15/2015 and 46,492 RSUs with a grant date of 04/15/2016 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafer. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
F10The stock option grant became fully vested on 12/18/2009.
F11The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This 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 the Reporting Person's termination for any reason.
F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 11, 2016.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $89.4600 to $90.4599, 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 within the range of $90.4600 to $91.4599, 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 within the range of $90.3300 to $91.3299, 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.
F6The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This 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 the Reporting Person's termination for any reason.
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.
F9The stock option grant became fully vested on 1/1/2014.