Statement of Changes in Beneficial Ownership (4)
December 06 2018 - 4:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dermetzis Petros
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2. Issuer Name
and
Ticker or Trading Symbol
Workday, Inc.
[
WDAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Products Officer
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(Last)
(First)
(Middle)
C/O WORKDAY, INC., 6110 STONERIDGE MALL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2018
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(Street)
PLEASANTON, CA 94588
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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12/3/2018
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S
(1)
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300
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D
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$162.97
(2)
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181729
(3)
(4)
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D
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Class A Common Stock
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12/3/2018
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S
(1)
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1000
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D
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$164.384
(5)
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180729
(3)
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D
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Class A Common Stock
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12/3/2018
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S
(1)
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1110
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D
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$165.547
(6)
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179619
(3)
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D
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Class A Common Stock
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12/3/2018
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S
(1)
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800
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D
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$166.455
(7)
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178819
(3)
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D
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Class A Common Stock
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12/3/2018
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S
(1)
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533
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D
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$167.3697
(8)
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178286
(3)
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D
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Class A Common Stock
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43896
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I
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Revocable Trust
(9)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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(10)
(11)
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(10)
(11)
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2/18/2021
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Class A Common Stock
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25000.0
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25000
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D
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Stock Option (right to buy)
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(10)
(12)
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(10)
(12)
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5/4/2022
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Class A Common Stock
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40000.0
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40000
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D
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Explanation of Responses:
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(1)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $162.5700 to $163.5699, 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.
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(3)
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Includes 129,485 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) 46,492 RSUs with a grant date of 04/15/2015, 46,492 RSUs with a grant date of 04/15/2016, 54,247 RSUs with a grant date of 04/15/2017, 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.
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(4)
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Includes 155 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $163.9200 to $164.9199, 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.
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(6)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $164.9400 to $165.9399, 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.
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(7)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $166.0700 to $167.0699, 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.
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(8)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $167.0800 to $168.0799, 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.
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(9)
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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.
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(10)
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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 Stockhave no expiration date.
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(11)
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This stock option grant became fully vested on July 1, 2016.
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(12)
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This stock option grant became fully vested on March 3, 2018.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dermetzis Petros
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588
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Chief Products Officer
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Signatures
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/s/ Juliana Capata, attorney-in-fact
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12/5/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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