SEC Form 4 · accession 0001209191-17-020941
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George J Still Jr.
Director
Period of report
Mar 13, 2017
Accepted (ET)
Mar 15, 2017 · 8:07 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 StockF2,F3 | Mar 13, 2017 | S | 7,340 | $83.6019 | D | 47,660 | I | By the Still Family Trust, DTD 3/12/1996 |
| Class A Common StockF4,F3 | Mar 13, 2017 | S | 2,660 | $84.1861 | D | 45,000 | I | By the Still Family Trust, DTD 3/12/1996 |
| Class A Common StockF5 | Mar 14, 2017 | C | 10,000 | $0.00 | A | 23,000 | I | By Still Family Partners, a California Limited Partnership formed 3/26/1996 |
| Class A Common StockF7,F5 | Mar 14, 2017 | S | 9,065 | $83.2377 | D | 13,935 | I | By Still Family Partners, a California Limited Partnership formed 3/26/1996 |
| Class A Common StockF8,F5 | Mar 14, 2017 | S | 935 | $83.7702 | D | 13,000 | I | By Still Family Partners, a California Limited Partnership formed 3/26/1996 |
| Class A Common StockF9 | holding | — | — | — | 21,943 | D |
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 StockF5,F10,F11 | $0.00 | Mar 14, 2017 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 150,784 | I |
| Stock Option (Right to Buy)F12 | $0.65 | holding | — | — | — | — | Oct 26, 2019 | Class A Common Stock | 100,000 | 100,000 | D |
| Stock Option (Right to Buy)F13 | $4.25 | holding | — | — | — | — | Nov 1, 2021 | Class A Common Stock | 90,000 | 90,000 | D |
| Stock Option (Right to Buy)F14 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Still Family Trust, DTD 3/12/1996 on January 18, 2017.
- F10Each 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.
- F11All 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.
- F12The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on October 27, 2014.
- F13The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on November 2, 2012, and 5% of the total number of shares vested or will vest 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 termination of the Reporting Person's service for any reason.
- F14The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on January 1, 2014.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.8800 to $83.8799, 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.
- F3Shares held by the Still Family Trust, dated 3/12/1996 ("Still Family Trust"). Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by the Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.9000 to $84.8999, 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.
- F5Shares held by Still Family Partners, formed March 26, 1996 ("Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F6The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Still Family Partners on January 14, 2017.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.6800 to $83.6799, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.6900 to $84.6899, 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.
- F9Includes 5,807 Restricted Stock Units ("RSUs") granted under the Issuer's 2012 Equity Incentive Plan. This grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2017.