SEC Form 4 · accession 0001327811-18-000049

Workday, Inc. · WDAY

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

Reporting owner

Petros Dermetzis

Officer — Chief Products Officer

Period of report

Oct 15, 2018

Accepted (ET)

Oct 17, 2018 · 7:32 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	Oct 15, 2018	S	1,396	$127.1194	D	185,917	D
Class A Common Stock^F4,F3	Oct 15, 2018	S	300	$127.82	D	185,617	D
Class A Common Stock^F6,F3	Oct 15, 2018	S	500	$126.188	D	185,117	D
Class A Common Stock^F7,F3	Oct 15, 2018	S	2,543	$127.2047	D	182,574	D
Class A Common Stock^F8,F3	Oct 15, 2018	S	700	$128.0086	D	181,874	D
Class A Common Stock^F9	holding	—	—		—	43,896	I	Revocable Trust

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)^F10,F11	—	holding	—	—	—	—	Feb 18, 2021	Class A Common Stock	25,000	25,000	D
Stock Option (right to buy)^F10,F12	—	holding	—	—	—	—	May 4, 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.
F10All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stockhave no expiration date.
F11This stock option grant became fully vested on July 1, 2016.
F12This stock option grant became fully vested on March 3, 2018.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $126.6700 to $127.6699, 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.
F3Includes 129,485 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,492 RSUs with agrant date of 04/15/2014 with remaining vesting dates of 04/15/2018 and 6/15/2018; ii) 46,492 RSUs with a grant date of 04/15/2015, 46,492 RSUs with a grant date of 04/15/2016, 54,247 with a grant date of 04/15/2017, 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 then quarterly thereafter. All grants aresubject to the Reporting Person's continued service with the Issuer 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 $127.6800 to $128.6799, 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.
F5This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $125.7000 to $126.6999, 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 of $126.7500 to $127.7499, 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 of $127.7500 to $128.7499, 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 shares are held in a joint revocable trust dated October 15, 1999. The trust is in the name of the Reporting Person and his spouse, who are both sole trustees and beneficiaries of the trust.