SEC Form 4 · accession 0001209191-18-043173
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
Jul 16, 2018
Accepted (ET)
Jul 18, 2018 · 8:28 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,F4 | Jul 16, 2018 | S | 3,293 | $132.8263 | D | 224,975 | D | |
| Class A Common StockF5,F3 | Jul 16, 2018 | S | 1,500 | $133.9373 | D | 223,475 | D | |
| Class A Common StockF6,F3 | Jul 16, 2018 | S | 200 | $135.27 | D | 223,275 | 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)F7 | $2.30 | holding | — | — | — | — | Feb 18, 2021 | Class A Common Stock | 5,750 | 5,750 | D |
| Stock Option (right to buy)F8 | $7.05 | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 43,750 | 43,750 | 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 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $132.4675 to $133.4674, 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 125,511 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.
- F4Includes 206 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $133.5600 to $134.5599, 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 of $135.2700 to $136.2699, 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.
- F7This stock option grant became fully vested on January 1, 2017.
- F8This stock option grant became fully vested on January 1, 2018.