SEC Form 4 · accession 0001327811-18-000064
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aneel Bhusri
Officer — Chief Executive Officer · Director
Period of report
Dec 3, 2018
Accepted (ET)
Dec 6, 2018 · 4:08 pm EST
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 StockF1 | Dec 3, 2018 | M | 300,000 | $1.30 | A | 658,734 | D | |
| Class A Common StockF3,F1 | Dec 3, 2018 | S | 14,974 | $162.8531 | D | 643,760 | D | |
| Class A Common StockF4,F1 | Dec 3, 2018 | S | 41,784 | $164.0113 | D | 601,976 | D | |
| Class A Common StockF5,F1 | Dec 3, 2018 | S | 76,353 | $164.9727 | D | 525,623 | D | |
| Class A Common StockF6,F1 | Dec 3, 2018 | S | 89,697 | $165.844 | D | 435,926 | D | |
| Class A Common StockF7,F1 | Dec 3, 2018 | S | 64,955 | $166.9817 | D | 370,971 | D | |
| Class A Common StockF8,F1 | Dec 3, 2018 | S | 12,237 | $167.601 | D | 358,734 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Plan Stock Option (Right to Buy)F9,F10,F11 | — | Dec 3, 2018 | M | 300,000 | D | — | Nov 3, 2020 | Class A Common Stock | 300,000 | 1,853,356 | D |
| Class B Common StockF9,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 8,126,443 | 8,126,443 | D |
| Class B Common StockF9,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 5,000 | 5,000 | I |
Explanation of responses
- F1Includes 167,596 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, from original grants consisting of 104,607 RSUs with a grant date of 4/15/2015, 22,535 RSUs with a grant date of 4/15/2016, 108,494 RSUs with a grant date of 4/14/2017, and 78,260 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 date.
- 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 Stock have no expiration date.
- F11The stock option grant was issued outside of the Issuer's 2005 Stock Plan and became fully vested on January 1, 2018.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $162.4300 to $163.4299, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $163.4300 to $164.4299, 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 $164.4300 to $165.4299, 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 $165.4300 to $166.4299, 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 $166.4300 to $167.4299, 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 $167.4600 to $168.4599, 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.
- F9Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.