SEC Form 4 · accession 0001327811-18-000066
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Duffield
Director · 10% Owner
Period of report
Dec 7, 2018
Accepted (ET)
Dec 11, 2018 · 4:29 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,F2 | Dec 7, 2018 | C | 309,667 | $0.00 | A | 418,735 | D | |
| Class A Common StockF4,F1,F2 | Dec 7, 2018 | S | 100,292 | $159.5225 | D | 318,443 | D | |
| Class A Common StockF5,F1,F2 | Dec 7, 2018 | S | 34,874 | $160.4332 | D | 283,569 | D | |
| Class A Common StockF6,F1,F2 | Dec 7, 2018 | S | 65,345 | $161.5031 | D | 218,224 | D | |
| Class A Common StockF7,F1,F2 | Dec 7, 2018 | S | 46,736 | $162.391 | D | 171,488 | D | |
| Class A Common StockF8,F1,F2 | Dec 7, 2018 | S | 26,979 | $163.3446 | D | 144,509 | D | |
| Class A Common StockF9,F1,F2 | Dec 7, 2018 | S | 13,838 | $164.4569 | D | 130,671 | D | |
| Class A Common StockF10,F1,F2 | Dec 7, 2018 | S | 9,503 | $165.7105 | D | 121,168 | D | |
| Class A Common StockF11,F1,F2 | Dec 7, 2018 | S | 12,100 | $166.5998 | D | 109,068 | D | |
| Class A Common StockF1,F2 | Dec 10, 2018 | C | 1,500,000 | $0.00 | A | 1,609,068 | D | |
| Class A Common StockF1,F2 | Dec 10, 2018 | G | 250,000 | $0.00 | D | 1,359,068 | D | |
| Class A Common StockF12,F1,F2 | Dec 10, 2018 | G | 550,000 | $0.00 | D | 809,068 | D | |
| Class A Common StockF1,F2 | Dec 10, 2018 | G | 700,000 | $0.00 | D | 109,068 | D | |
| Class A Common Stock | Dec 10, 2018 | G | 700,000 | $0.00 | A | 700,000 | I | Dave & Cheryl Duffield Foundation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF15,F13,F14 | — | Dec 7, 2018 | C | 309,667 | D | — | — | Class A Common Stock | 309,667 | 56,214,608 | D |
| Class B Common StockF15,F13,F14 | — | Dec 10, 2018 | C | 1,500,000 | D | — | — | Class A Common Stock | 1,500,000 | 54,714,608 | D |
Explanation of responses
- F1Includes 12,766 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 i)46,492 RSUs with a grant date of 4/15/2015 and 11,268 RSUs with a grant date of 4/15/2016, 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; and ii) 2,728 RSUs with a grant date of 6/20/18 which will vest 100% on 5/15/19. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting date.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $165.0900 to $166.0899, 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.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $166.1100 to $167.1099, 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.
- F12On December 10, 2018, the Reporting Person contributed 550,000 shares of WDAY Class A common stock to a charitable remainder trust of which the Reporting Person (and his wife upon his death) is a beneficiary and receives interest income, dividends and a fixed share of the principal value of the trust each year. The Reporting Person disclaims all beneficial ownership of these shares.
- F13Each 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.
- F14All 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.
- F15The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
- F2The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than the shares underlying the RSUs described in Footnote 1.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $158.9600 to $159.9599, 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 $159.9700 to $160.9699, 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 $160.9700 to $161.9699, 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 $161.9700 to $162.9699, 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 $162.9700 to $163.9699, 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 of $164.0400 to $165.0399, 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.