Filing Details

Accession Number:
0001209191-17-012385
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-02-17 19:03:34
Reporting Period:
2017-02-15
Filing Date:
2017-02-17
Accepted Time:
2017-02-17 19:03:34
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1327811 Workday Inc. WDAY () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1294600 P James Shaughnessy C/O Workday, Inc.
6230 Stoneridge Mall Road
Pleasanton CA 94588
Svp, General Counsel & Secty No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2017-02-15 1,408 $85.88 62,957 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 46,209 Indirect Shaughnessy Family Trust Agreement u/a/d 11/15/13
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Stock Option (right to buy) $3.70 2021-08-29 1,750 1,750 Direct
Class A Common Stock Stock Option (right to buy) $4.25 2021-12-15 10,000 10,000 Direct
Class A Common Stock Stock Option (right to buy) $9.20 2022-08-27 20,000 20,000 Direct
Class A Common Stock Performance Rights $0.00 2,954 2,954 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2021-08-29 1,750 1,750 Direct
2021-12-15 10,000 10,000 Direct
2022-08-27 20,000 20,000 Direct
2,954 2,954 Direct
Footnotes
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 18, 2017 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
  2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $85.6000 to $86.5999, 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.
  3. Includes 45,811 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, from original grants consisting of (i) 29,814 RSUs which vested or will vest in eight (8) quarterly installments beginning 11/15/2015; (ii) 27,895 RSUs with a grant date of 04/15/2014, and 27,895 RSUs with a grant date of 04/15/2015, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter, and (iii) 13,948 RSUs with a grant date of 04/15/2016 which will vest as to 50% of the underlying shares on the one-year anniversary of grant and 12.5% quarterly thereafter. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
  4. Shares held by the Shaughnessy Family Trust. The Reporting Person is a trustee of the Shaughnessy Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Shaughnessy Family Trust. The Reporting Person 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.
  5. The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
  6. The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on August 15, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
  7. The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on September 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
  8. 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.
  9. The PRSUs will expire prior to vesting if the FY2017 performance goals are not met as of 1/31/2017.