0001209191-16-128686.txt : 20160617
0001209191-16-128686.hdr.sgml : 20160617
20160617180711
ACCESSION NUMBER: 0001209191-16-128686
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160615
FILED AS OF DATE: 20160617
DATE AS OF CHANGE: 20160617
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: 161721057
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
2016-06-15
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
2016-06-15
4
S
0
116664
80.5906
D
933336
I
Dave & Cheryl Duffield Foundation
Class A Common Stock
2016-06-15
4
S
0
55701
81.2282
D
877635
I
Dave & Cheryl Duffield Foundation
Class A Common Stock
2016-06-16
4
S
0
110685
78.7137
D
766950
I
Dave & Cheryl Duffield Foundation
Class A Common Stock
2016-06-16
4
S
0
63450
79.3771
D
703500
I
Dave & Cheryl Duffield Foundation
Class A Common Stock
152797
D
Class B Common Stock
Class A Common Stock
64869972
64869972
D
Performance Rights
Class A Common Stock
2817
2817
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 $80.0300 to $81.0299, inclusive. The Reporting Person undertakes to provide 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 $81.0300 to $82.0299, inclusive. The Reporting Person undertakes to provide 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 $78.1300 to $79.1299, inclusive. The Reporting Person undertakes to provide 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 $79.1300 to $80.1299, inclusive. The Reporting Person undertakes to provide 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 129,897 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 quarterly installments beginning 7/15/2016, iii) 46,492 RSUs vested or will vest quarterly over four years with a one year cliff beginning 4/15/2015, and iv) 11,268 RSUs will vest quarterly over four years with a one year cliff beginning 4/15/2016. 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.
Represents performance RSUs ("PRSUs") that entitle the Reporting Person to receive one share of Class A common stock in the event that certain performance objectives are achieved, in which case 25% of the PRSUs will vest on 4/15/2017 and the remainder of such PRSUs will vest quarterly over the following three years.
The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.
/s/ Melanie Vinson, attorney-in-fact
2016-06-17