0001209191-14-025823.txt : 20140403
0001209191-14-025823.hdr.sgml : 20140403
20140403210234
ACCESSION NUMBER: 0001209191-14-025823
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140401
FILED AS OF DATE: 20140403
DATE AS OF CHANGE: 20140403
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: Shaughnessy James P
CENTRAL INDEX KEY: 0001294600
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 14744194
MAIL ADDRESS:
STREET 1: 4460 HACIENDA DR.
CITY: PLEASANTON
STATE: CA
ZIP: 94588
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-04-01
0
0001327811
Workday, Inc.
WDAY
0001294600
Shaughnessy James P
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON
CA
94588
0
1
0
0
VP, General Counsel & Secty
Class A Common Stock
2014-04-01
4
M
0
8000
3.70
A
37814
D
Class A Common Stock
2014-04-01
4
S
0
300
92.98
D
37514
D
Class A Common Stock
2014-04-01
4
S
0
2030
94.46
D
35484
D
Class A Common Stock
2014-04-01
4
S
0
5470
95.00
D
30014
D
Class A Common Stock
2014-04-01
4
S
0
200
95.88
D
29814
D
Class A Common Stock
2014-04-03
4
C
0
38000
0.00
A
38000
D
Class A Common Stock
2014-04-03
4
G
0
38000
0.00
D
0
D
Class A Common Stock
2014-04-03
4
G
0
38000
0.00
A
38000
I
Shaughnessy Family Trust Agreement u/a/d 11/15/13
Stock Option (right to buy)
3.70
2014-04-01
4
M
0
8000
3.70
D
2021-08-29
Class A Common Stock
8000
140000
D
Class B Common Stock
2014-04-03
4
C
0
38000
0.00
D
Class A Common Stock
38000
0
D
Stock Option (right to buy)
4.25
2021-12-15
Class A Common Stock
10000
10000
D
Stock Option (right to buy)
9.20
2022-08-27
Class A Common Stock
20000
20000
D
Includes 29,814 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting. The restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2013.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $92.6900 to $93.6899, 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 within the range of $93.6900 to $94.6899, 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 within the range of $94.6900 to $95.6899, 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 within the range of $95.6900 to $96.6899, 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.
Held in the name of the Reporting Person and his wife as Joint Tenants with Right of Survivorship.
Shares held by the Shaughnessy Family Trust Agreement u/a/d 11/15/13("Shaughnessy Family Trust"). The Reporting Person is a trustee of the Shaughnessy Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Shaughnessy Family Trust. The Reporting Person 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 stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable 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.
Represents the balance remaining following the Reporting Person's exercise of 8,000 shares on April 1, 2014.
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 was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable 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.
The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on September 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable 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
2014-04-03