SEC Form 4 · accession 0001209191-18-020783

Workday, Inc. · WDAY

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The sale reported in this Form 4 represents shares required to be sold by the Reporting Person to over tax withholding obligations in connection with vesting of Restricted Stock Units (RSUs). This sale is 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 does not represent a discretionary trade by the Reporting Person.
• F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $136.1100 to $137.1099, 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 126,446 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement from original grants consisting of i) 36,401 RSUs with a grant date of 04/15/2016, 70,300 RSUs with a grant date of 3/16/2017, and 47,205 RSUs with a grant date of 9/15/2017 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, and ii) 12,884 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the two-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.