0001327811-23-000046.txt : 20230317 0001327811-23-000046.hdr.sgml : 20230317 20230317170447 ACCESSION NUMBER: 0001327811-23-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230315 FILED AS OF DATE: 20230317 DATE AS OF CHANGE: 20230317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STILL GEORGE J JR CENTRAL INDEX KEY: 0001209711 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35680 FILM NUMBER: 23743635 MAIL ADDRESS: STREET 1: NORWEST VENTURE PARTNERS STREET 2: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 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: 6110 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-951-9000 MAIL ADDRESS: STREET 1: 6110 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: Workday Inc DATE OF NAME CHANGE: 20050519 4 1 wf-form4_167908707206679.xml FORM 4 X0306 4 2023-03-15 0 0001327811 Workday, Inc. WDAY 0001209711 STILL GEORGE J JR C/O WORKDAY, INC. 6110 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 0 0 0 Class A Common Stock 2023-03-15 4 S 0 200 181.205 D 9800 I By the Still Family Trust Class A Common Stock 2023-03-15 4 S 0 2000 182.727 D 7800 I By the Still Family Trust Class A Common Stock 2023-03-15 4 S 0 2000 183.7455 D 5800 I By the Still Family Trust Class A Common Stock 2023-03-15 4 S 0 800 184.3633 D 5000 I By the Still Family Trust Class A Common Stock 159903 D Class B Common Stock Class A Common Stock 120784.0 120784 I By Still Family Partners The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Still Family Trust, DTD 3/12/1996 (the "Still Family Trust") on January 17, 2018, and subsequently transferred to the reporting person pursuant to the Assignment and Assumption Agreement dated March 1, 2018. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $181.13 to $182.1299, 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. Shares held by the 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 the 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $182.14 to $183.1399, 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 within the range of $183.14 to $184.1399, 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 within the range of $184.20 to $185.1999, 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 3,051 restricted stock units (RSUs), each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one 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 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/ Juliana Capata, attorney-in-fact 2023-03-17 EX-24 2 ex-24.htm STILL POA 2020.02.25

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Richard H. Sauer, Juliana Capata, Benjamin Uy, and Angela Barber, and each of them individually, as his or her true and lawful attorney in fact to:

          (1)    execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the
undersigned, individually or as a trustee, in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder with
respect to securities of Workday, Inc. (Workday);
          (2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or
Form 3, 4 or 5 report and any amendments thereto and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar
authority; and
          (3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned,
pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary,
and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that
no such attorney in fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is Workday hereby assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's
holdings of and transactions in securities issued by Workday, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.
This Power of Attorney shall terminate, on an individual basis, in the event any of the granted individuals terminate their employment with Workday, effective as of their respective termination date with Workday.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of February 2020.


                        Signature:    /s/ George Still, Jr.