0001327811-20-000002.txt : 20200109 0001327811-20-000002.hdr.sgml : 20200109 20200109173515 ACCESSION NUMBER: 0001327811-20-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200109 DATE AS OF CHANGE: 20200109 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: 20518992 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: 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_157860929772659.xml FORM 4 X0306 4 2019-12-31 0 0001327811 Workday, Inc. WDAY 0000938071 DUFFIELD DAVID A C/O WORKDAY, INC. 6110 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 0 1 0 Class A Common Stock 2019-12-31 4 G 0 612 0 D 101305 D Class A Common Stock 2020-01-07 4 C 0 291102 0 A 392407 D Class A Common Stock 2020-01-07 4 S 0 9241 169.4168 D 383166 D Class A Common Stock 2020-01-07 4 S 0 22587 170.5605 D 360579 D Class A Common Stock 2020-01-07 4 S 0 139264 171.5972 D 221315 D Class A Common Stock 2020-01-07 4 S 0 118010 172.428 D 103305 D Class A Common Stock 2020-01-07 4 S 0 2000 173.1068 D 101305 D Class A Common Stock 315000 I Dave & Cheryl Duffield Foundation Class B Common Stock 2020-01-07 4 C 0 291102 171.7947 D Class A Common Stock 291102.0 51641675 D Includes 3,107 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) 11,268 RSUs with a grant date of 4/15/2016, which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter; and ii) 1,698 RSUs with a grant date of 6/18/2019, which will vest 100% on 5/15/2020. 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $169.0200 to $170.0199, 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 $170.0300 to $171.0299, 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 within the range of $171.0400 to $172.0399, 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 $172.0400 to $173.0399, 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 $173.0500 to $174.0499, 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/ Juliana Capata, attorney-in-fact 2020-01-09