SEC Form 4 · accession 0001209191-17-033427

Workday, Inc. · WDAY

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

Reporting owner

Mark S Peek

Officer — co-President

Period of report

May 15, 2017

Accepted (ET)

May 17, 2017 · 7:29 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
Class A Common Stock^F2,F3,F4	May 15, 2017	S	200	$92.30	D	252,771	D
Class A Common Stock^F5,F3,F4	May 15, 2017	S	1,200	$93.8842	D	251,571	D
Class A Common Stock^F6,F3,F4	May 15, 2017	S	3,746	$94.8035	D	247,825	D
Class A Common Stock^F8,F3,F4	May 15, 2017	S	5,103	$95.7252	D	242,722	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 Stock^F11,F9,F10	—	holding	—	—	—	—	—	Class A Common Stock	365,654	365,654	D

Explanation of responses

F1These sales reported 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.
F10All 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.
F11Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.0300 to $93.0299, 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.
F3Includes 224,478 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.
F4The reported shares, other than the shares underlying the RSUs described in footnote 3, 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.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $93.4800 to $94.4799, 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.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $94.5000 to $95.4999, 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.
F7The sale of these shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the OMEGA Living Trust, UTA 8/6/15 on January 18, 2017.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $95.6600 to $96.6599, 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.
F9Each 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.