Form Type: 4

SEC EDGAR Link
Accession Number:0001327811-19-000146
Date:2019-07-15
Issuer: WORKDAY, INC. (WDAY)
Original Submission Date:

Reporting Person:

DERMETZIS PETROS
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 2019-07-15 S 1,995 d $218.43 178,629 direct
CLASS A COMMON STOCK 2019-07-15 S 1,801 d $219.81 176,828 direct
CLASS A COMMON STOCK 2019-07-15 S 1,444 d $218.03 175,384 direct
CLASS A COMMON STOCK 2019-07-15 S 400 d $218.69 174,984 direct
CLASS A COMMON STOCK 2019-07-15 S 1,600 d $219.90 173,384 direct
CLASS A COMMON STOCK 2019-07-15 0 $0.00 43,896 indirect f9
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
STOCK OPTION (RIGHT TO BUY) 7.05 2019-07-15 deemed execution date 0 ( ) 2022-05-04 class a common stock 40,000 $7.05 40,000 direct
STOCK OPTION (RIGHT TO BUY) 2.3 2019-07-15 deemed execution date 0 ( ) 2021-02-18 class a common stock 25,000 $2.30 25,000 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 $217.9318 to $218.9317, 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 122,854 rsus that entitle the reporting person to receive one share of class a common stock upon settlement, from original grants consisting of i) 41,763 rsus with a grant date of 4/22/2019, which will vest as to 25% of the underlying shares on 4/15/2020 then quarterly thereafter; and ii) 46,492 rsus with a grant date of 4/15/2016, 54,247 with a grant date of 4/15/2017, and 66,521 rsus with a grant date of 4/15/2018, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter. all grants are subject to the reporting person's continued service with the issuer on the applicable vesting dates.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $219.4100 to $220.4099, 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.
f5 the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan previously adopted by the reporting person.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $217.3600 to $218.3599, 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.
f7 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $218.3900 to $219.3899, 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.
f8 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $219.5400 to $220.5399, 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.
f9 the shares are held in a joint revocable trust dated october 15, 1999. the trust is in the name of the reporting person and his spouse, who are both sole trustees and beneficiaries of the trust.
f10 this stock option grant became fully vested on march 3, 2018.
f11 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.
f12 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.
f13 this stock option grant became fully vested on july 1, 2016.
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