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Filing Details

Accession Number:: 0001327811-20-000062
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-17 21:33:14
Reporting Period:: 2020-04-15

Accepted Time:: 2020-04-17 21:33:14
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. 6110 Stoneridge Mall Road Pleasanton CA 94588	Coo & 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
Class A Common Stock	Acquisiton	2020-04-15	75,789	$0.00	279,161	No	4	A	Direct
Class A Common Stock	Disposition	2020-04-15	2,845	$145.55	276,316	No	4	S	Direct
Class A Common Stock	Disposition	2020-04-15	6,522	$146.19	269,794	No	4	S	Direct
Class A Common Stock	Disposition	2020-04-15	1,778	$147.01	268,016	No	4	S	Direct
Class A Common Stock	Disposition	2020-04-17	50,000	$0.00	168,016	No	5	G	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	5	G	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	50,000	Indirect	By Reporting Person, as trustee of the 2020 GRAT 1
Class A Common Stock	50,000	Indirect	By Reporting Person's spouse, as trustee of the 2020 GRAT 2
Class A Common Stock	11,077	Indirect	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 1
Class A Common Stock	11,077	Indirect	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 2
Class A Common Stock	11,077	Indirect	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 3
Class A Common Stock	25,000	Indirect	Charitable Remainder Unitrust
Class A Common Stock	74,235	Indirect	By the Bozzini Revocable Trust dtd 5/10/2004

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)	$7.05		2022-05-04	43,750	43,750	Direct
Class A Common Stock	Stock Option (right to buy)	$2.30		2021-02-18	5,750	5,750	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2022-05-04	43,750	43,750	Direct
2021-02-18	5,750	5,750	Direct

Footnotes

Includes 153,038 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 66,302 RSUs with a grant date of 4/14/2017, 50,869 RSUs with a grant date of 4/15/2018, and 75,789 RSUs with a grant date of 4/15/2020, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter; and ii) 46,984 RSUs with a grant date of 4/22/2019, which vested or will vest as to 25% of the underlying shares on 4/15/2020 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
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 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $144.7500 to $145.7499, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $145.7500 to $146.7499, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $146.7600 to $147.7599, 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.
Reflects 50,000 shares of Class A Common Stock that were contributed to the James Bozzini 2020 Grantor Retained Annuity Trust on April 17, 2020, as reported in Footnote 7 of this Form 4.
On April 17, 2020, the Reporting Person contributed 50,000 shares of Issuer's Class A Common Stock to the James Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT 1) of which the Reporting Person is the sole trustee, grantor, and recipient of annuity payments.
On April 17, 2020, the Reporting Person gifted 50,000 shares of Issuer's Class A Common Stock to his spouse, which were subsequently contributed to the Tuyen Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT 2) of which the Reporting Person's spouse is the sole trustee, grantor, and recipient of annuity payments.
The shares are held in a irrevocable charitable remainder unitrust. The unitrust is in the name of the Reporting Person and his spouse, both of whom are sole trustees and beneficiaries of the unitrust. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
This stock option grant became fully vested on January 1, 2018.
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 became fully vested on January 1, 2017.