FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/28/2014 | S(1) | 3,000 | D | $105.2223(2) | 202,000 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 1,724 | D | $106.1888(4) | 200,276 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 943 | D | $107.2064(5) | 199,333 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 2,140 | D | $108.1785(6) | 197,193 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 4,053 | D | $109.5005(7) | 193,140 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 13,731 | D | $110.4367(8) | 179,409 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 12,391 | D | $111.4318(9) | 167,018 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 2,900 | D | $112.5883(10) | 164,118 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 4,735 | D | $113.7613(11) | 159,383 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 1,800 | D | $114.6867(12) | 157,583 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 2,083 | D | $115.6468(13) | 155,500 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 02/28/2014 | S(1) | 500 | D | $116.32(14) | 155,000 | I | By the Still Family Trust, DTD 3/12/1996(3) | ||
Class A Common Stock | 4,402(15) | D | ||||||||
Class A Common Stock | 44,000 | I | By Still Family Partners, a California Limited Partnership formed 3/26/1996(16) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 10, 2013. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.6100 to $105.6099, 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. |
3. 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. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.7000 to $106.6999, 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. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.7800 to $107.7799, 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. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.8700 to $108.8699, 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. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.9300 to $109.9299, 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. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.9300 to $110.9299, 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. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.9300 to $111.9299, 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. |
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.9800 to $112.9799, 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. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.1200 to $114.1199, 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. |
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.1600 to $115.1599, 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. |
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.1900 to $116.1899, 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. |
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.2500 to $117.2499, 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. |
15. Includes 4,402 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. 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. |
16. 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. |
Remarks: |
/s/ Melanie Vinson, attorney-in-fact | 03/04/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |