SEC Form 4 · accession 0001327811-19-000017

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

Jan 15, 2019

Accepted (ET)

Jan 17, 2019 · 5:09 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 Stock^F2,F3	Jan 15, 2019	S	6,370	$164.898	D	352,364	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)^F4,F5,F6	—	holding	—	—	—	—	Nov 3, 2020	Class A Common Stock	1,853,356	1,853,356	D
Class B Common Stock^F4,F5	—	holding	—	—	—	—	—	Class A Common Stock	8,126,443	8,126,443	D
Class B Common Stock^F4,F5	—	holding	—	—	—	—	—	Class A Common Stock	5,000	5,000	I

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 $164.7000 to $165.6999, 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.
F3Includes 152,869 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.
F4All 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.
F5Each 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.
F6The stock option grant was issued outside of the Issuer's 2005 Stock Plan and became fully vested on January 1, 2018.