SEC Form 4 · accession 0001209191-18-043184

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

Jul 16, 2018

Accepted (ET)

Jul 18, 2018 · 8:58 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
Class A Common Stock^F2,F3,F4	Jul 16, 2018	S	2,200	$132.7936	D	142,262	D
Class A Common Stock^F5,F3	Jul 16, 2018	S	1,150	$133.9313	D	141,112	D
Class A Common Stock^F6,F3	Jul 16, 2018	S	250	$135.022	D	140,862	D
Class A Common Stock^F8,F3	Jul 17, 2018	S	100	$129.56	D	140,762	D
Class A Common Stock^F9,F3	Jul 17, 2018	S	948	$132.0468	D	139,814	D
Class A Common Stock^F10,F3	Jul 17, 2018	S	1,635	$133.1349	D	138,179	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

F1The sales reported on 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 restricted stock units (RSUs). 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.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $132.6700 to $133.6699, 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $132.5000 to $133.4999, 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 125,933 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.
F4Includes 178 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 from $133.5100 to $134.5099, 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 $134.8600 to $135.8599, 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 sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $129.5600 to $130.5599, 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.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $131.5500 to $132.5499, 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.