SEC Form 4 · accession 0001209191-18-024447
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Duffield
Director · 10% Owner
Period of report
Apr 5, 2018
Accepted (ET)
Apr 9, 2018 · 7:58 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,F2 | Apr 5, 2018 | C | 397,053 | $0.00 | A | 511,094 | D | |
| Class A Common StockF4,F1,F2 | Apr 5, 2018 | S | 303,178 | $125.7516 | D | 207,916 | D | |
| Class A Common StockF5,F1,F2 | Apr 5, 2018 | S | 85,768 | $126.557 | D | 122,148 | D | |
| Class A Common StockF6,F1,F2 | Apr 5, 2018 | S | 8,107 | $127.4717 | D | 114,041 | 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 CommonF9,F7,F8 | — | Apr 5, 2018 | C | 397,053 | D | — | — | Class A Common | 397,053 | 58,025,939 | D |
Explanation of responses
- F1Includes 29,675 Restricted Stock Units ("RSUs") that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, from original grants consisting of i) 46,492 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, ii) 46,492 RSUs with a grant date of 4/15/2015 and 11,268 RSUs with a grant date of 4/15/2016 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter, and iii) 2,995 RSUs with a grant date of 6/20/2017 which will vest one-hundred percent (100%) on May 15, 2018. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting date.
- F2The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than the shares underlying the RSUs described in Footnote 1.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.1600 to $126.1599, 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 $126.1600 to $127.1599, 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 $127.2500 to $128.2499, 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.
- 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.
- F9The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.