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Filing Details

Accession Number:: 0001209191-14-025823
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-03 21:02:34
Reporting Period:: 2014-04-01

Filing Date:: 2014-04-03
Accepted Time:: 2014-04-03 21:02:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1327811	Workday Inc.	WDAY	Services-Computer Processing & Data Preparation (7374)	202480422

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	Vp, General Counsel & Secty	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-04-01	8,000	$3.70	37,814	No	4	M	Direct
Class A Common Stock	Disposition	2014-04-01	300	$92.98	37,514	No	4	S	Direct
Class A Common Stock	Disposition	2014-04-01	2,030	$94.46	35,484	No	4	S	Direct
Class A Common Stock	Disposition	2014-04-01	5,470	$95.00	30,014	No	4	S	Direct
Class A Common Stock	Disposition	2014-04-01	200	$95.88	29,814	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-04-03	38,000	$0.00	38,000	No	4	C	Direct
Class A Common Stock	Disposition	2014-04-03	38,000	$0.00	0	No	4	G	Direct
Class A Common Stock	Acquisiton	2014-04-03	38,000	$0.00	38,000	No	4	G	Indirect	Shaughnessy Family Trust Agreement u/a/d 11/15/13

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Direct
No	4	G	Direct
No	4	G	Indirect	Shaughnessy Family Trust Agreement u/a/d 11/15/13

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (right to buy)	Disposition	2014-04-01	8,000	$3.70	8,000	$3.70
Class A Common Stock	Class B Common Stock	Disposition	2014-04-03	38,000	$0.00	38,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
140,000		2021-08-29	No	4	M	Direct
0			No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
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

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-12-15	10,000	10,000	Direct
2022-08-27	20,000	20,000	Direct

Footnotes

Includes 29,814 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting. The restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2013.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $92.6900 to $93.6899, inclusive. The Reporting Person undertakes 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 $93.6900 to $94.6899, inclusive. The Reporting Person undertakes 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 $94.6900 to $95.6899, inclusive. The Reporting Person undertakes 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 $95.6900 to $96.6899, inclusive. The Reporting Person undertakes 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.
Held in the name of the Reporting Person and his wife as Joint Tenants with Right of Survivorship.
Shares held by the Shaughnessy Family Trust Agreement u/a/d 11/15/13("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.
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.
Represents the balance remaining following the Reporting Person's exercise of 8,000 shares on April 1, 2014.
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.
This 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.
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.