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