SEC Form 4 · accession 0001209191-17-023759

Workday, Inc. · WDAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Bozzini

Officer — COO & Executive Vice President

Period of report

Mar 28, 2017

Accepted (ET)

Mar 30, 2017 · 8:24 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 Stock^F1	Mar 28, 2017	M	6,250	$2.30	A	165,966	D
Class A Common Stock^F3,F1	Mar 28, 2017	S	4,000	$83.2285	D	161,966	D
Class A Common Stock^F4,F1	Mar 28, 2017	S	2,250	$83.9662	D	159,716	D
Class A Common Stock^F1	Mar 29, 2017	M	6,250	$2.30	A	165,966	D
Class A Common Stock^F5,F1	Mar 29, 2017	S	6,250	$84.4181	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 28, 2017	M	6,250	D	—	Feb 18, 2021	Class A Common Stock	6,250	50,750	D
Stock Option (right to buy)^F7	$7.05	Mar 29, 2017	M	6,250	D	—	May 4, 2022	Class A Common Stock	6,250	43,750	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 $82.8000 to $83.7999, 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 $83.8000 to $84.7999, 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
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $83.8900 to $84.8899, 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.