SEC Form 4 · accession 0001209191-16-156021
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A George Battle
Director
Period of report
Dec 15, 2016
Accepted (ET)
Dec 19, 2016 · 7:40 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 StockF1 | Dec 15, 2016 | C | 21,766 | $0.00 | A | 57,871 | D | |
| Class A Common StockF1 | Dec 15, 2016 | G | 25,000 | $0.00 | D | 32,871 | D | |
| Class A Common StockF2 | Dec 15, 2016 | G | 25,000 | $0.00 | A | 69,500 | I | By Battle Family Foundation |
| Class A Common StockF3 | holding | — | — | — | 11,824 | I | By A. George Battle 2011 Separate Property Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F5 | — | Dec 15, 2016 | C | 21,766 | D | — | — | Class A Common Stock | 21,766 | 332,857 | D |
Explanation of responses
- F1Includes 5,162 Restricted Stock Units ("RSUs") granted under the Issuer's 2012 Equity Incentive Plan, which vest one-hundred percent (100%) on May 15, 2017.
- F2The Reporting Person is the trustee of the Battle Family Foundation.
- F3The Reporting Person is the trustee of the A. George Battle 2011 Separate Property Trust.
- F4Each 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.
- F5All 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.