SEC Form 4 · accession 0001209191-17-021204
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
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 7:20 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 StockF1 | Mar 14, 2017 | M | 31,250 | $2.30 | A | 190,966 | D | |
| Class A Common StockF3,F1 | Mar 14, 2017 | S | 23,500 | $83.2226 | D | 167,466 | D | |
| Class A Common StockF4,F1 | Mar 14, 2017 | S | 7,750 | $83.8452 | D | 159,716 | D | |
| Class A Common StockF1 | Mar 15, 2017 | M | 6,250 | $2.30 | A | 165,966 | D | |
| Class A Common StockF5,F1 | Mar 15, 2017 | S | 6,250 | $82.9202 | D | 159,716 | D | |
| Class A Common Stock | holding | — | — | — | 108,955 | 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 | Mar 14, 2017 | M | 31,250 | D | — | Feb 18, 2021 | Class A Common Stock | 31,250 | 63,250 | D |
| Stock Option (right to buy)F6 | $2.30 | Mar 15, 2017 | M | 6,250 | D | — | Feb 18, 2021 | Class A Common Stock | 6,250 | 57,000 | 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
- F1Includes 116,609 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 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 $82.6400 to $83.6399, 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 $83.6400 to $84.6399, inclusive. The Reporting Person undertakes 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 $82.9202 to $83.9201, 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.
- F6This stock option grant became fully vested on January 1, 2017.
- 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.