SEC Form 4 · accession 0001209191-18-025271
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
Apr 15, 2018
Accepted (ET)
Apr 17, 2018 · 8:41 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 | Apr 15, 2018 | A | 66,521 | $0.00 | A | 161,305 | D | |
| Class A Common StockF3,F1 | Apr 16, 2018 | S | 9,503 | $127.1327 | D | 151,802 | D | |
| Class A Common StockF5,F1 | Apr 17, 2018 | S | 100 | $126.29 | D | 151,702 | D | |
| Class A Common StockF6,F1 | Apr 17, 2018 | S | 200 | $127.59 | D | 151,502 | D | |
| Class A Common StockF7,F1 | Apr 17, 2018 | S | 300 | $128.8967 | D | 151,202 | D | |
| Class A Common StockF8,F1 | Apr 17, 2018 | S | 500 | $130.456 | D | 150,702 | D | |
| Class A Common StockF9,F1 | Apr 17, 2018 | S | 1,600 | $131.5107 | D | 149,102 | D | |
| Class A Common StockF10,F1 | Apr 17, 2018 | S | 4,818 | $132.7209 | D | 144,284 | 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)F11 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1Includes 133,110 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) 17,569 RSUs with a grant date of 4/15/2015 of which 50% vested on 4/15/2017 and 6.25% vested or will vest quarterly thereafter, and ii) 43,020 RSUs with a grant date of 4/15/2016, 54,247 RSUs with a grant date of 4/14/2017, and 66,521 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 Workday on the applicable vesting dates.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $132.1600 to $133.1599, 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.
- F11This 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.
- F2This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person and represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of a Restricted Stock Award (RSA) grant. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation 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 from $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 sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $126.2900 to $127.2899, 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 $127.3800 to $128.3799, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $128.7100 to $129.7099, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $129.9600 to $130.9599, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $131.1400 to $132.1399, 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.