0001209191-14-038485.txt : 20140623 0001209191-14-038485.hdr.sgml : 20140623 20140602205130 ACCESSION NUMBER: 0001209191-14-038485 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140529 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 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: DUFFIELD DAVID A CENTRAL INDEX KEY: 0000938071 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35680 FILM NUMBER: 14885785 MAIL ADDRESS: STREET 1: C/O WORKDAY, INC. STREET 2: 6230 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-29 0 0001327811 Workday, Inc. WDAY 0000938071 DUFFIELD DAVID A C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 1 1 0 Chairman Class A Common Stock 2014-05-29 4 C 0 349890 0.00 A 490218 D Class A Common Stock 2014-05-29 4 S 0 213853 80.6649 D 276365 D Class A Common Stock 2014-05-29 4 S 0 78846 81.5891 D 197519 D Class A Common Stock 2014-05-29 4 S 0 31491 82.5476 D 166028 D Class A Common Stock 2014-05-29 4 S 0 25700 83.4435 D 140328 D Class A Common Stock 2014-05-30 4 C 0 164493 78.5485 A 304821 D Class A Common Stock 2014-05-30 4 S 0 68313 77.9315 D 236508 D Class A Common Stock 2014-05-30 4 S 0 69135 78.7259 D 167373 D Class A Common Stock 2014-05-30 4 S 0 25545 79.5994 D 141828 D Class A Common Stock 2014-05-30 4 S 0 1500 80.5807 D 140328 D Class A Common Stock 106120 D Class B Common Stock 2014-03-14 5 G 0 E 12600000 0.00 D Class A Common Stock 12600000 0 D Class B Common Stock 2014-03-14 5 G 0 E 12600000 0.00 A Class A Common Stock 12600000 68169612 D Class B Common Stock 2014-05-29 4 C 0 349890 0.00 D Class A Common Stock 349890 67819722 D Class B Common Stock 2014-05-30 4 C 0 164493 0.00 D Class A Common Stock 164493 67655229 D Held by The David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 11, 2013. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.1800 to 81.1799, 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 $81.1800 to $82.1799, 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 $82.1800 to $83.1799, 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 $83.2100 to $84.2099, 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 $77.3100 to $78.3099, 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 $78.3100 to $79.3099, 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 $79.3100 to $80.3099, 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 $80.4600 to $81.4599, 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 106,120 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting. 59,628 restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 46,492 restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016. Both grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date. 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 2014-06-02