0001209191-13-056161.txt : 20131210
0001209191-13-056161.hdr.sgml : 20131210
20131210174507
ACCESSION NUMBER: 0001209191-13-056161
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131206
FILED AS OF DATE: 20131210
DATE AS OF CHANGE: 20131210
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: 877-967-5329
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: STILL GEORGE J JR
CENTRAL INDEX KEY: 0001209711
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 131269267
MAIL ADDRESS:
STREET 1: NORWEST VENTURE PARTNERS
STREET 2: 525 UNIVERSITY AVENUE, SUITE 800
CITY: PALO ALTO
STATE: CA
ZIP: 94301
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-12-06
0
0001327811
Workday, Inc.
WDAY
0001209711
STILL GEORGE J JR
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON
CA
94588
1
0
0
0
Class A Common Stock
2013-12-06
4
C
0
20000
0.00
A
64000
I
By Still Family Partners, a California Limited Partnership formed 3/26/1996
Class A Common Stock
2013-12-06
4
S
0
13796
81.3178
D
50204
I
By Still Family Partners, a California Limited Partnership formed 3/26/1996
Class A Common Stock
2013-12-06
4
S
0
6204
81.7763
D
44000
I
By Still Family Partners, a California Limited Partnership formed 3/26/1996
Class A Common Stock
4402
D
Class A Common Stock
250000
I
By the Still Family Trust, DTD 3/12/1996
Class B Common Stock
2013-12-06
4
C
0
20000
0.00
D
Class A Common Stock
20000
225784
I
By Still Family Partners, a California Limited Partnership formed 3/26/1996
Represents the number of shares that were acquired by the holder upon conversion of the shares of Class B Common Stock into Class A Common Stock at the Reporting Person's election, pursuant to the Issuer's Restated Certificate of Incorporation.
Shares held by Still Family Partners Formed 3/26/1996 ("Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. 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.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 7, 2013.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.4800 to $81.4799, inclusive. The Reporting Person undertakes 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.4800 to $82.4799, inclusive. The Reporting Person undertakes 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 4,402 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will be contingent upon the Reporting Person providing service to the Issuer as a director on December 15, 2013. 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 22, 2014.
Shares held by Still Family Trust, dated 3/12/1996 ("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 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.
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.
/s/ James P. Shaughnessy, attorney-in-fact
2013-12-10