SEC Form 4 · accession 0001327811-19-000022
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robynne Sisco
Officer — Co-President & CFO
Period of report
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 5:24 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,F4 | Jan 15, 2019 | S | 2,658 | $164.8708 | D | 129,297 | D | |
| Class A Common StockF6,F3 | Jan 15, 2019 | S | 3,390 | $164.6633 | D | 125,907 | D |
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)F7 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 40,000 | 40,000 | 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 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 111,578 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement from original grants consisting of i) 17,569 RSUs with a grant date of 4/15/2015 of which 50% vested on 4/15/2017 and 6.25% vested or will vest quarterly thereafter, and ii) 43,020 RSUs with a grant date of 4/15/2016, 54,247 RSUs with a grant date of 4/14/2017, and 66,521 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 dates.
- F4Includes 57 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.
- F5The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $164.6471 to $165.6470, 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.
- F7This stock option grant became fully vested on August 27, 2017.