SEC Form 4 · accession 0001209191-16-155704

Workday, Inc. · WDAY

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

Reporting owner

James Bozzini

Officer — Executive Vice President

Period of report

Dec 14, 2016

Accepted (ET)

Dec 16, 2016 · 5:31 pm EST

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	Dec 14, 2016	M	15,000	$0.50	A	123,595	I	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock	Dec 14, 2016	M	200	$0.65	A	123,795	I	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock^F1	holding	—	—		—	166,409	D
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)^F2	$0.50	Dec 14, 2016	M	15,000	D	—	Mar 15, 2019	Class A Common Stock	15,000	0	D
Stock Option (right to buy)^F3	$0.65	Dec 14, 2016	M	200	D	—	Dec 17, 2019	Class A Common Stock	200	0	D
Stock Option (right to buy)^F4	$2.30	holding	—	—	—	—	Feb 18, 2021	Class A Common	94,500	94,500	D
Stock Option (right to buy)^F5	$7.05	holding	—	—	—	—	May 4, 2022	Class A Common Stock	50,000	50,000	D
Performance Rights^F6,F7	$0.00	holding	—	—	—	—	—	Class A Common Stock	9,846	9,846	D

Explanation of responses

F1Includes 132,780 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 4/15/2015 and 46,492 RSUs with a grant date of 4/15/2016, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
F2The stock option grant became fully vested on 1/1/2014.
F3The stock option grant became fully vested on 12/18/2009.
F4The 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.
F5The 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.
F6Represents 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.
F7The PRSUs will expire prior to vesting if the FY2017 performance goals are not met as of 1/31/2017.