Form Type: 4

SEC EDGAR Link
Accession Number:0001327811-19-000177
Date:2019-10-15
Issuer: WORKDAY, INC. (WDAY)
Original Submission Date:

Reporting Person:

DUFFIELD DAVID A
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD PLEASANTON, CA 94588

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-10-15 S 271 d $184.71 101,917 f4 direct
CLASS A COMMON STOCK 2019-10-15 0 $0.00 175,000 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2019-10-15 deemed execution date 0 ( ) class a common stock 52,797,763 $0.00 52,797,763 direct
Footnotes
IDfootnote
f1 the sales reported on this form 4 were effected pursuant to a rule 10b5-1 trading plan previously adopted by the reporting person and represent shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units (rsus). these sales are mandated by the issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the reporting person.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $184.7123 to $185.7122, 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.
f3 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.
f4 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 3.
f5 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.
f6 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.
f7 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.
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