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Filing Details

Accession Number:: 0001209191-17-012378
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-02-17 18:58:38
Reporting Period:: 2017-02-15

Filing Date:: 2017-02-17
Accepted Time:: 2017-02-17 18:58:38
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
1598140	James Bozzini	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94588	Executive Vice President	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	Disposition	2017-02-15	3,409	$85.84	159,716	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	108,955	Indirect	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock	11,077	Indirect	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	11,077	Indirect	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	11,077	Indirect	By The Bozzini Irrevocable Trust dtd 4/12/2012

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Stock Option (right to buy)	$2.30	2021-02-18	94,500	94,500	Direct
Class A Common Stock	Stock Option (right to buy)	$7.05	2022-05-04	50,000	50,000	Direct
Class A Common Stock	Performance Rights	$0.00		9,846	9,846	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-02-18	94,500	94,500	Direct
2022-05-04	50,000	50,000	Direct
	9,846	9,846	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 1/14/2016 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 plan 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 of $85.3800 to $86.3799, 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.
Includes 116,609 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 59,628 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs with a grant date of 4/15/2015 and 46,492 RSUs with a grant date of 4/15/2016, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.
The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.
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.
The PRSUs will expire prior to vesting if the FY2017 performance goals are not met as of 1/31/2017.