0001209191-16-153532.txt : 20161205 0001209191-16-153532.hdr.sgml : 20161205 20161205202538 ACCESSION NUMBER: 0001209191-16-153532 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161205 DATE AS OF CHANGE: 20161205 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: 162035033 MAIL ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-01 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 2016-12-01 4 M 0 1500 0.00 A 86199 D Class A Common Stock 2016-12-01 4 S 0 856 81.7772 D 85343 D Class A Common Stock 2016-12-05 4 S 0 2152 71.45 D 83191 D Class B Common Stock 0.00 2016-12-01 4 M 0 1500 0.00 D Class A Common Stock 1500 4500 D Stock Option (right to buy) 9.20 2022-08-27 Class A Common Stock 78750 78750 D 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 12, 2016 and represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of a Restricted Stock Award (RSA) grant. 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 $81.7483 to $82.7482, 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 12, 2016. 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/ Stacy Taylor, attorney-in-fact 2016-12-05