0001209191-16-151038.txt : 20161117
0001209191-16-151038.hdr.sgml : 20161117
20161117201107
ACCESSION NUMBER: 0001209191-16-151038
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161115
FILED AS OF DATE: 20161117
DATE AS OF CHANGE: 20161117
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Workday, Inc.
CENTRAL INDEX KEY: 0001327811
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 202480422
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 6230 STONERIDGE MALL ROAD
STREET 2: SUITE 200
CITY: PLEASANTON
STATE: CA
ZIP: 94588
BUSINESS PHONE: 925-951-9000
MAIL ADDRESS:
STREET 1: 6230 STONERIDGE MALL ROAD
STREET 2: SUITE 200
CITY: PLEASANTON
STATE: CA
ZIP: 94588
FORMER COMPANY:
FORMER CONFORMED NAME: Workday Inc
DATE OF NAME CHANGE: 20050519
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sisco Robynne
CENTRAL INDEX KEY: 0001470203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 162006295
MAIL ADDRESS:
STREET 1: 3401 HILLVIEW AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94304
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-15
0
0001327811
Workday, Inc.
WDAY
0001470203
Sisco Robynne
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON
CA
94588
0
1
0
0
Chief Financial Officer
Class A Common Stock
2016-11-15
4
S
0
1335
80.9098
D
84899
D
Class A Common Stock
2016-11-15
4
S
0
200
82.04
D
84699
D
Class B Common Stock
0.00
Class A Common Stock
6000
6000
D
Stock Option (right to buy)
9.20
2022-08-27
Class A Common Stock
78750
78750
D
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 7/12/2016 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $80.4400 to $81.4399, 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.
Includes 82,052 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) 22,361 RSUs with a grant date of 8/30/2013 which vested or will vest in eight (8) quarterly installments starting 11/15/2015, ii) 17,435 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments starting 7/15/2016, iii) 17,569 RSUs with a grant date of 4/15/2015 of which 50% will vest on 4/15/2017 and then 12.5% per quarter thereafter, and iv) 43,020 RSUs with a grant date of 4/15/2016 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 employment with Workday on the applicable vesting dates.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $81.9800 to $82.9799, 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.
Each 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.
All 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.
This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on 8/27/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares have vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be exercised in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
/s/ Melanie Vinson, attorney-in-fact
2016-11-17