0001209191-17-056667.txt : 20171011 0001209191-17-056667.hdr.sgml : 20171011 20171011174301 ACCESSION NUMBER: 0001209191-17-056667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171009 FILED AS OF DATE: 20171011 DATE AS OF CHANGE: 20171011 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: 171133272 MAIL ADDRESS: STREET 1: C/O WORKDAY, INC. STREET 2: 6230 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-09 0 0001327811 Workday, Inc. WDAY 0000938071 DUFFIELD DAVID A C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 0 1 0 Class A Common Stock 2017-10-09 4 C 0 218149 0.00 A 338976 D Class A Common Stock 2017-10-09 4 S 0 213085 108.6711 D 125891 D Class A Common Stock 2017-10-09 4 S 0 5064 109.3443 D 120827 D Class A Common Stock 2017-10-10 4 C 0 175974 0.00 A 296801 D Class A Common Stock 2017-10-10 4 S 0 114189 108.1349 D 182612 D Class A Common Stock 2017-10-10 4 S 0 56330 109.1437 D 126282 D Class A Common Stock 2017-10-10 4 S 0 5455 109.8218 D 120827 D Class A Common Stock 2017-10-11 4 C 0 67109 0.00 A 187936 D Class A Common Stock 2017-10-11 4 S 0 37655 107.0644 D 150281 D Class A Common Stock 2017-10-11 4 S 0 27554 107.8561 D 122727 D Class A Common Stock 2017-10-11 4 S 0 1900 108.9105 D 120827 D Class B Common 2017-10-09 4 C 0 218149 0.00 D Class A Common 218149 61506872 D Class B Common 2017-10-10 4 C 0 175974 0.00 D Class A Common 175974 61330898 D Class B Common 2017-10-11 4 C 0 67109 0.00 D Class A Common 67109 61263789 D Includes 48,518 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, from original grants consisting of i) 59,628 RSUs with a grant date of 8/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, iii) 46,492 RSUs with a grant date of 4/15/2015 and 11,268 RSUs with a grant date of 4/15/2016 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter, and iv) 2,995 RSUs with a grant date of 6/20/2017 which will vest one-hundred percent (100%) on May 15, 2018. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting date. The reported shares are 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, other than the shares underlying the RSUs described in Footnote 1. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.1800 to $109.1799, 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 $109.1800 to $110.1799, 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 $107.5700 to $108.5699, 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 $108.6600 to $109.6599, 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 $109.6700 to $110.6699, 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 $106.4800 to $107.4799, 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 $107.4800 to $108.4799, 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 $108.6800 to $109.6799, 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. 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. The reported shares are 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 2017-10-11