SEC Form 4 · accession 0001209191-17-054294
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
Sep 26, 2017
Accepted (ET)
Sep 28, 2017 · 5:42 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 | Sep 26, 2017 | M | 8,700 | $2.30 | A | 210,512 | D | |
| Class A Common StockF3,F1 | Sep 26, 2017 | S | 7,000 | $99.5384 | D | 203,512 | D | |
| Class A Common StockF4,F1 | Sep 26, 2017 | S | 1,600 | $100.1563 | D | 201,912 | D | |
| Class A Common StockF1 | Sep 26, 2017 | S | 100 | $101.23 | D | 201,812 | D | |
| Class A Common StockF1 | Sep 27, 2017 | M | 5,000 | $2.30 | A | 206,812 | D | |
| Class A Common StockF5,F1 | Sep 27, 2017 | S | 3,100 | $100.20 | D | 203,712 | D | |
| Class A Common StockF6,F1 | Sep 27, 2017 | S | 1,900 | $101.0795 | D | 201,812 | 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)F7 | $2.30 | Sep 26, 2017 | M | 8,700 | D | — | Feb 18, 2021 | Class A Common Stock | 8,700 | 35,750 | D |
| Stock Option (right to buy)F7 | $2.30 | Sep 27, 2017 | M | 5,000 | D | — | Feb 18, 2021 | Class A Common Stock | 5,000 | 30,750 | D |
| Stock Option (right to buy)F8 | $7.05 | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 43,750 | 43,750 | D |
Explanation of responses
- F1Includes 136,042 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 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 ii) 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016 and 66,302 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 dates.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $98.8800 to $99.8799, 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 $99.8800 to $100.8799, 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 $99.7700 to $100.7699, 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 $100.7700 to $101.7699, 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.
- F7This stock option grant became fully vested on January 1, 2017.
- F8The 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.