0001209191-16-109306.txt : 20160317 0001209191-16-109306.hdr.sgml : 20160317 20160317202204 ACCESSION NUMBER: 0001209191-16-109306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160315 FILED AS OF DATE: 20160317 DATE AS OF CHANGE: 20160317 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: DUFFIELD DAVID A CENTRAL INDEX KEY: 0000938071 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35680 FILM NUMBER: 161513952 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 2016-03-15 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 2016-03-15 4 S 0 210859 69.955 D 1189141 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-15 4 S 0 60720 70.6693 D 1128421 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-15 4 S 0 3100 71.5545 D 1125321 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-16 4 S 0 10109 69.7793 D 1115212 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-16 4 S 0 34480 70.6726 D 1080732 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-16 4 S 0 30332 71.4135 D 1050400 I Dave & Cheryl Duffield Foundation Class A Common Stock 2016-03-16 4 S 0 400 72.2375 D 1050000 I Dave & Cheryl Duffield Foundation Class A Common Stock 148399 D Class B Common Stock Class A Common Stock 65269972 65269972 D The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Dave & Cheryl Duffield Foundation on January 11, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.4100 to $70.4099, 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 $70.4100 to $71.4099, 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 $71.4100 to $72.4099, 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 $69.1100 to $70.1099, 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 $70.1200 to $71.1199, 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 $72.1200 to $72.1199, 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 $72.2300 to $73.2299, 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 137,705 restricted stock units (RSUs) 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, of which i) 12.5% of 59,628 RSUs granted vested or will vest in quarterly installments beginning 11/15/2015, ii) 46,492 RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2016 and 6.25% of the total number of units will vest after each 3-month period of continuous service. All grants are subject to the Reporting Person's continued employment with Workday 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. 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. /s/ Melanie Vinson, attorney-in-fact 2016-03-17