SEC Form 4 · accession 0001209191-18-020059
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A George Battle
Director
Period of report
Mar 13, 2018
Accepted (ET)
Mar 15, 2018 · 9:30 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 StockF2,F3 | Mar 13, 2018 | S | 6,500 | $137.6977 | D | 69,500 | I | By Battle Family Foundation |
| Class A Common StockF4,F3 | Mar 13, 2018 | S | 2,999 | $138.6152 | D | 66,501 | I | By Battle Family Foundation |
| Class A Common StockF5,F3 | Mar 13, 2018 | S | 501 | $139.3963 | D | 66,000 | I | By Battle Family Foundation |
| Class A Common StockF6 | holding | — | — | — | 18,688 | 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 StockF7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 287,857 | 287,857 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Battle Family Foundation.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.1000 to $138.0999, 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.
- F3The Reporting Person is the trustee of the Battle Family Foundation.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.1200 to $139.1199, 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 $139.1500 to $140.1499, 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.
- F6Includes 3,993 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2018, subject to the Report Person's continued service with the Issuer on such date.
- F7Each 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.
- F8All 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.