SEC Form 4 · accession 0001209191-18-016940

Workday, Inc. · WDAY

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

Reporting owner

Robynne Sisco

Officer — Co-President & CFO

Period of report

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 7:17 pm EST

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	Mar 1, 2018	M	38,750	$9.20	A	133,534	D
Class A Common Stock^F3,F1	Mar 1, 2018	S	13,906	$125.2209	D	119,628	D
Class A Common Stock^F4,F1	Mar 1, 2018	S	18,416	$126.2022	D	101,212	D
Class A Common Stock^F5,F1	Mar 1, 2018	S	5,228	$127.5974	D	95,984	D
Class A Common Stock^F6,F1	Mar 1, 2018	S	1,200	$128.0943	D	94,784	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)^F7	$9.20	Mar 1, 2018	M	38,750	D	—	Aug 27, 2022	Class A Common Stock	38,750	40,000	D

Explanation of responses

F1Includes 66,589 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement from original grants consisting of i) 17,435 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments starting 7/15/2016, ii) 17,569 RSUs with a grant date of 4/15/2015 of which 50% vested on 4/15/2017 and 12.5% vested or will vest quarterly thereafter, and iii) 43,020 RSUs with a grant date of 4/15/2016 and 54,247 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 Workday on the applicable vesting dates.
F2This sale was 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 from $125.0000 to $125.9999, 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 from $126.0000 to $126.9999, 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 from $127.0000 to $127.9999, 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 from $128.0100 to $129.0099, 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 is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on 8/27/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares have vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be exercised 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.