SEC Form 4 · accession 0001209191-18-043182

Workday, Inc. · WDAY

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

Reporting owner

James P Shaughnessy

Officer — SVP, General Counsel & Secty

Period of report

Jul 16, 2018

Accepted (ET)

Jul 18, 2018 · 8:52 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^F2,F3	Jul 16, 2018	S	574	$132.8335	D	77,099	D
Class A Common Stock^F4,F3	Jul 16, 2018	S	200	$133.86	D	76,899	D
Class A Common Stock^F5,F3	Jul 16, 2018	S	100	$135.27	D	76,799	D
Class A Common Stock^F3	Jul 16, 2018	S	1,304	$135.33	D	75,495	D
Class A Common Stock	holding	—	—		—	35,840	I	Shaughnessy Family Trust Agreement u/a/d 11/15/13

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The sale reported in this Form 4 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 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 $132.4700 to $133.4699, 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 38,934 restricted stock units (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) 27,895 RSUs with a grant date of 04/15/2015, and 42,192 RSUs with a grant date of 4/14/2017, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter; and ii) 4,696 RSUs with a grant date of 4/15/2018 of which 100% will vest on 4/15/2019. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting dates.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $133.6400 to $134.6399, 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 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.
F6The 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.