SEC Form 4 · accession 0001327811-19-000029
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George J Still Jr.
Director
Period of report
Mar 4, 2019
Accepted (ET)
Mar 6, 2019 · 7:49 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 | Mar 4, 2019 | M | 85,000 | $0.65 | A | 110,450 | D | |
| Class A Common StockF3,F1 | Mar 4, 2019 | S | 5,815 | $176.2761 | D | 104,635 | D | |
| Class A Common StockF4,F1 | Mar 4, 2019 | S | 11,805 | $177.1724 | D | 92,830 | D | |
| Class A Common StockF5,F1 | Mar 4, 2019 | S | 34,226 | $178.2105 | D | 58,604 | D | |
| Class A Common StockF6,F1 | Mar 4, 2019 | S | 13,694 | $178.9108 | D | 44,910 | D | |
| Class A Common StockF7,F1 | Mar 4, 2019 | S | 2,800 | $180.3727 | D | 42,110 | D | |
| Class A Common StockF8,F1 | Mar 4, 2019 | S | 4,544 | $181.1443 | D | 37,566 | D | |
| Class A Common StockF9,F1 | Mar 4, 2019 | S | 3,500 | $182.1271 | D | 34,066 | D | |
| Class A Common StockF10,F1 | Mar 4, 2019 | S | 1,100 | $183.0445 | D | 32,966 | D | |
| Class A Common StockF11,F1 | Mar 4, 2019 | S | 1,915 | $184.5152 | D | 31,051 | D | |
| Class A Common StockF12,F1 | Mar 4, 2019 | S | 900 | $185.5617 | D | 30,151 | D | |
| Class A Common StockF13,F1 | Mar 4, 2019 | S | 2,501 | $186.7551 | D | 27,650 | D | |
| Class A Common StockF14,F1 | Mar 4, 2019 | S | 600 | $187.515 | D | 27,050 | D | |
| Class A Common StockF15,F1 | Mar 4, 2019 | S | 1,600 | $189.4844 | D | 25,450 | D | |
| Class A Common StockF16 | holding | — | — | — | 15,000 | I | By the Still Family 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)F17 | $0.65 | Mar 4, 2019 | M | 85,000 | D | — | Oct 26, 2019 | Class A Common Stock | 85,000 | 0 | D |
| Stock Option (right to buy)F17 | $4.25 | holding | — | — | — | — | Nov 1, 2021 | Class A Common Stock | 90,000 | 90,000 | D |
| Stock Option (right to buy)F18 | $9.20 | holding | — | — | — | — | Aug 27, 2022 | Class A Common Stock | 30,000 | 30,000 | D |
| Class B Common StockF19,F20 | — | holding | — | — | — | — | — | Class A Common Stock | 120,784 | 120,784 | I |
Explanation of responses
- F1Includes 3,507 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2019, subject to the Reporting Person's continued service with the Issuer on such 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 $182.8000 to $183.7999, 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 $184.0600 to $185.0599, 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.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $185.0850 to $186.0849, 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.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $186.2900 to $187.2899, 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.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $187.3900 to $188.3899, 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $189.3500 to $190.3499, 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.
- F16Shares held by the Still Family Trust. Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by the Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F17The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on November 2, 2016.
- F18The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on January 1, 2014.
- F19Each 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.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F20All 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $175.6300 to $176.6299, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $176.6400 to $177.6399, 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 $177.6400 to $178.6399, 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 $178.6500 to $179.6499, 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 $179.6700 to $180.6699, 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 $180.6800 to $181.6799, 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 $181.8000 to $182.7999, 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.