SEC Form 4 · accession 0001209191-17-021556
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James P Shaughnessy
Officer — SVP, General Counsel & Secty
Period of report
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 6:52 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 15, 2017 | M | 1,750 | $3.70 | A | 64,707 | D | |
| Class A Common StockF1 | Mar 15, 2017 | M | 6,125 | $4.25 | A | 70,832 | D | |
| Class A Common StockF3,F1 | Mar 15, 2017 | S | 6,700 | $82.8259 | D | 64,132 | D | |
| Class A Common StockF4,F1 | Mar 15, 2017 | S | 1,175 | $83.5245 | D | 62,957 | D | |
| Class A Common StockF5 | holding | — | — | — | 46,049 | I | Shaughnessy Family Trust Agreement u/a/d 11/15/13 |
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 | $3.70 | Mar 15, 2017 | M | 1,750 | D | — | Aug 29, 2021 | Class A Common Stock | 1,750 | 0 | D |
| Stock Option (right to buy)F7 | $4.25 | Mar 15, 2017 | M | 6,125 | D | — | Dec 15, 2021 | Class A Common Stock | 6,125 | 3,875 | D |
| Stock Option (right to buy)F8 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 20,000 | 20,000 | D |
| Performance RightsF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,954 | 2,954 | D |
Explanation of responses
- F1Includes 45,811 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, from original grants consisting of (i) 29,814 RSUs which vested or will vest in eight (8) quarterly installments beginning 11/15/2015; and (ii) 27,895 RSUs with a grant date of 04/15/2014, 27,895 RSUs with a grant date of 04/15/2015 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter and (iii) 13,948 RSUs with a grant date of 04/15/2016 which will vest as to 50% of the underlying shares on the one-year anniversary of grant and 12.5% quarterly thereafter. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
- F10The PRSUs will expire prior to vesting if the FY2017 performance goals are not met as of 1/31/2017.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 18, 2017.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $82.2900 to $83.2899, 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 $83.2900 to $84.2899, 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 the Shaughnessy Family Trust. The Reporting Person is a trustee of the Shaughnessy Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Shaughnessy Family Trust. The Reporting Person 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 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 August 15, 2012 when the Reporting Person completed 12 months of continuous service, 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.
- F7The 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 August 15, 2012 when the Reporting Person completed 12 months of continuous service, 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.
- F8The 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 September 1, 2013 when the Reporting Person completed 12 months of continuous service, 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.
- F9Represents 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.