SEC Form 4 · accession 0001209191-18-025267

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

Apr 15, 2018

Accepted (ET)

Apr 17, 2018 · 8:10 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 Stock^F1	Apr 15, 2018	A	50,869	$0.00	A	241,783	D
Class A Common Stock^F3,F1	Apr 16, 2018	S	13,721	$127.1327	D	228,062	D
Class A Common Stock	holding	—	—		—	99,235	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)^F4	$2.30	holding	—	—	—	—	Feb 18, 2021	Class A Common Stock	5,750	5,750	D
Stock Option (right to buy)^F5	$7.05	holding	—	—	—	—	May 4, 2022	Class A Common Stock	43,750	43,750	D

Explanation of responses

F1Includes 135,465 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016, 66,302 RSUs with a grant date of 4/14/2017, and 50,869 RSUs with a grant date of 4/15/2018, 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 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades 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 $126.5700 to $127.5699, 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.
F4This stock option grant became fully vested on January 1, 2017.
F5This stock option grant became fully vested on January 1, 2018.