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Filing Details

Accession Number:: 0001209191-16-125807
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-06-03 18:39:10
Reporting Period:: 2016-06-01

Filing Date:: 2016-06-03
Accepted Time:: 2016-06-03 18:39:10
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
1470203	Robynne Sisco	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94588	Chief Financial Officer	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	2016-06-01	1,500	$0.00	95,175	No	4	M	Direct
Class A Common Stock	Disposition	2016-06-01	625	$74.35	94,550	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2016-06-01	1,500	$0.00	1,500	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,500			No	4	M	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)	$9.20		2022-08-27	78,750	78,750	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2022-08-27	78,750	78,750	Direct

Footnotes

Includes 92,000 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, of which i)12.5% of 22,361 RSUs have vested or will vest quarterly starting 11/15/2015, ii) 12.5% of 17,435 RSUs will vest quarterly starting 7/15/2016, iii) 50% of 17,569 RSUs will vest on 4/15/2017 and then 12.5% per quarter thereafter, and iv) 43,020 RSUs will vest quarterly over four years with a one year cliff starting 4/15/2016. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.
The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Award (RSA). 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range from $74.2771 to $75.2770, 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.
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 is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on 8/27/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares have vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be exercised 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.