SEC Form 4 · accession 0001209191-17-027383

Workday, Inc. · WDAY

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Includes 267,170 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, from original grants consisting of i) 81,989 RSUs with a grant date of 8/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 69,738 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, and iii) 69,738 RSUs with a grant date of 4/15/2015, 25,000 RSUs with a grant date of 6/15/2015, 77,465 RSUs with a grant date of 4/15/2016, and 72,329 RSUs with a grant date of 4/14/2017, 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 service with the Issuer on the applicable vesting date.
• 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.
• F12Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
• F2The reported shares, other than the shares underlying the RSUs described in footnote 1, are held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
• F3The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 15, 2016 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans 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.
• F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.5700 to $83.5699, 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.
• F5Includes 234,727 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, from original grants consisting of i) 81,989 RSUs with a grant date of 8/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 69,738 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, and iii) 69,738 RSUs with a grant date of 4/15/2015, 25,000 RSUs with a grant date of 6/15/2015, 77,465 RSUs with a grant date of 4/15/2016, and 72,329 RSUs with a grant date of 4/14/2017, 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 service with the Issuer on the applicable vesting date.
• F6The reported shares, other than the shares underlying the RSUs described in footnote 5, are held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
• F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $83.5700 to $84.5699, 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 selling of these shares were effected pursuant to a Rule 10b5-1 trading plan adopted by the OMEGA Living Trust, UTA 8/6/15 on January 18, 2017.
• F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $83.6000 to $84.5999, 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.