SEC Form 4 · accession 0001209191-17-004655
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 29, 2016
Accepted (ET)
Jan 19, 2017 · 7:07 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 29, 2016 | G | 14,840 | $0.00 | D | 108,955 | I | By Bozzini Revocable Trust dtd 5/10/2004 |
| Class A Common StockF2,F3,F4 | Jan 17, 2017 | S | 2,181 | $80.0842 | D | 164,325 | D | |
| Class A Common StockF5,F3 | Jan 17, 2017 | S | 1,200 | $80.9017 | D | 163,125 | 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)F6 | $2.30 | holding | — | — | — | — | Feb 18, 2021 | Class A Common Stock | 94,500 | 94,500 | D |
| Stock Option (right to buy)F7 | $7.05 | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 50,000 | 50,000 | D |
| Performance RightsF8,F9 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 9,846 | 9,846 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 1/14/2016 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $79.6500 to $80.6499, 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.
- F3Includes 124,063 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.
- F4Includes 97 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on December 15, 2016.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.7800 to $81.7799, 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.
- F7The 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.
- 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 FY2017 performance goals are not met as of 1/31/2017.