SEC Form 4 · accession 0001327811-18-000071
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gomez Luciano Fernandez
Officer — Co-President
Period of report
Dec 17, 2018
Accepted (ET)
Dec 19, 2018 · 6:18 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 StockF2,F3 | Dec 17, 2018 | S | 1,167 | $155.632 | D | 171,448 | D | |
| Class A Common StockF4,F3 | Dec 17, 2018 | S | 1,214 | $156.5958 | D | 170,234 | D | |
| Class A Common StockF5,F3 | Dec 17, 2018 | S | 870 | $157.5642 | D | 169,364 | D | |
| Class A Common StockF6,F3 | Dec 17, 2018 | S | 170 | $158.515 | D | 169,194 | D | |
| Class A Common StockF8,F3 | Dec 17, 2018 | S | 3,923 | $154.8098 | D | 165,271 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $155.1500 to $156.1499, 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 162,412 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement from original grants consisting of i) 36,401 RSUs with a grant date of 04/15/2016, 70,300 RSUs with a grant date of 3/16/2017, and 47,205 RSUs with a grant date of 9/15/2017 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) 12,884 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the two-year anniversary of grant and 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 $156.1600 to $157.1599, 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 $157.1600 to $158.1599, 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 $158.3400 to $159.3399, 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 sales reported in this Form 4 were 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 of $154.5000 to $155.4999, 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.