SEC Form 4 · accession 0001327811-19-000028
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Petros Dermetzis
Officer — Chief Products Officer
Period of report
Mar 4, 2019
Accepted (ET)
Mar 6, 2019 · 7:48 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 | Mar 4, 2019 | S | 100 | $175.75 | D | 167,998 | D | |
| Class A Common StockF4,F3 | Mar 4, 2019 | S | 600 | $177.3333 | D | 167,398 | D | |
| Class A Common StockF5,F3 | Mar 4, 2019 | S | 857 | $178.6053 | D | 166,541 | D | |
| Class A Common StockF6,F3 | Mar 4, 2019 | S | 100 | $179.24 | D | 166,441 | D | |
| Class A Common StockF7,F3 | Mar 4, 2019 | S | 300 | $181.2233 | D | 166,141 | D | |
| Class A Common StockF8,F3 | Mar 4, 2019 | S | 100 | $184.55 | D | 166,041 | D | |
| Class A Common StockF9,F3 | Mar 4, 2019 | S | 100 | $186.34 | D | 165,941 | D | |
| Class A Common StockF10,F3 | Mar 4, 2019 | S | 100 | $190.30 | D | 165,841 | D | |
| Class A Common StockF11 | holding | — | — | — | 43,896 | I | Revocable Trust |
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)F12,F13 | — | holding | — | — | — | — | May 4, 2022 | Class A Common Stock | 40,000 | 40,000 | D |
| Stock Option (right to buy)F12,F14 | — | holding | — | — | — | — | Feb 18, 2021 | Class A Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $190.3000 to $191.2999, 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 shares are held in a joint revocable trust dated October 15, 1999. The trust is in the name of the Reporting Person and his spouse, who are both sole trustees and beneficiaries of the trust.
- F12All 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.
- F13This stock option grant became fully vested on March 3, 2018.
- F14This stock option grant became fully vested on July 1, 2016.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $175.7500 to $176.7499, 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 120,282 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,492 RSUs with a grant date of 4/15/2014 with remaining vesting dates of 4/15/2018 and 6/15/2018; ii) 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016, 54,247 with a grant date of 4/15/2017, 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 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 $176.7700 to $177.7699, 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 $178.1700 to $179.1699, 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 $179.2400 to $180.2399, 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 $180.8500 to $181.8499, 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 $184.5500 to $185.5499, 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 $186.3400 to $187.3399, 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.