SEC Form 4 · accession 0001327811-18-000055

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

Oct 15, 2018

Accepted (ET)

Oct 17, 2018 · 7:58 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	Nature of ownership
Class A Common Stock^F2,F3	Oct 15, 2018	S	4,181	$127.132	D	219,094	D
Class A Common Stock^F4,F3	Oct 15, 2018	S	800	$127.7163	D	218,294	D
Class A Common Stock	holding	—	—		—	99,235	I	By the Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock	holding	—	—		—	11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 1
Class A Common Stock	holding	—	—		—	11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 2
Class A Common Stock	holding	—	—		—	11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 3

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)^F5	$2.30	holding	—	—	—	—	Feb 18, 2021	Class A Common Stock	5,750	5,750	D
Stock Option (right to buy)^F6	$7.05	holding	—	—	—	—	May 4, 2022	Class A Common Stock	43,750	43,750	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 plan 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $126.6200 to $127.6199, 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 115,555 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 a grant date of 04/15/2015; ii) 46,492 RSUs with a grant date of 04/15/2016; iii) 66,302 RSUs with a grant date of 4/14/2017; and iv) 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 then quarterly thereafter. All grants are subject 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 $127.6200 to $128.6199, 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 stock option grant became fully vested on January 1, 2017.
F6This stock option grant became fully vested on January 1, 2018.