SEC Form 4 · accession 0001209191-17-041752

Workday, Inc. · WDAY

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

Reporting owner

Michael A. Stankey

Director

Period of report

Jun 21, 2017

Accepted (ET)

Jun 23, 2017 · 6:36 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^F1,F2	Jun 21, 2017	M	12,500	$2.30	A	216,198	D
Class A Common Stock^F4,F1	Jun 21, 2017	S	1,600	$100.81	D	214,598	D
Class A Common Stock^F5,F1	Jun 21, 2017	S	9,399	$101.5875	D	205,199	D
Class A Common Stock^F6,F1	Jun 21, 2017	S	1,501	$102.1621	D	203,698	D
Class A Common Stock^F1	Jun 22, 2017	M	12,487	$2.30	A	216,185	D
Class A Common Stock^F1	Jun 22, 2017	M	13	$7.05	A	216,198	D
Class A Common Stock^F7,F1	Jun 22, 2017	S	4,000	$102.0055	D	212,198	D
Class A Common Stock^F8,F1	Jun 22, 2017	S	7,600	$102.9526	D	204,598	D
Class A Common Stock^F9,F1	Jun 22, 2017	S	900	$103.3161	D	203,698	D

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)^F10	$2.30	Jun 21, 2017	M	12,500	D	—	Feb 17, 2021	Class A Common Stock	12,500	12,487	D
Stock Option (right to buy)^F10	$2.30	Jun 22, 2017	M	12,487	D	—	Feb 17, 2021	Class A Common Stock	12,487	0	D
Stock Option (right to buy)^F11	$7.05	Jun 22, 2017	M	13	D	—	May 3, 2022	Class A Common Stock	13	149,987	D

Explanation of responses

F1Includes 106,028 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting, from original grants consisting of i) 104,349 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 92,984 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) 92,984 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting dates.
F10This stock option grant became fully vested as of January 1, 2016 and is exercisable in full or in part at any time.
F11This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.
F2Includes 351 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on June 15, 2017.
F3This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted 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 $100.0700 to $101.0699, 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 ranging from $101.0700 to $102.0699, 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 ranging from $102.0700 to $103.0699, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.2900 to $102.2899, 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.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.2900 to $103.2899, 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.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.2900 to $104.2899, 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.