Statement of Changes in Beneficial Ownership (4)
December 19 2022 - 04:22PM
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
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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 *
DUFFIELD DAVID A |
2. Issuer Name and Ticker or Trading
Symbol Workday, Inc. [ WDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O WORKDAY, INC., 6110 STONERIDGE MALL ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/15/2022
|
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
12/15/2022 |
|
S(1) |
|
49300 |
D |
$174.7956 (2) |
378200 |
I |
Dave and Cheryl Duffield
Foundation |
Class A Common Stock |
12/15/2022 |
|
S(1) |
|
40736 |
D |
$175.603 (3) |
337464 |
I |
Dave and Cheryl Duffield
Foundation |
Class A Common Stock |
12/15/2022 |
|
S(1) |
|
11064 |
D |
$176.5418 (4) |
326400 |
I |
Dave and Cheryl Duffield
Foundation |
Class A Common Stock |
12/15/2022 |
|
S(1) |
|
1400 |
D |
$177.625 (5) |
325000 |
I |
Dave and Cheryl Duffield
Foundation |
Class A Common Stock |
|
|
|
|
|
|
|
102997 |
D (6) |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock |
(7)(8) |
|
|
|
|
|
|
(7)(8) |
(7)(8) |
Class A Common Stock |
45359856.0 |
|
45359856 |
D (9) |
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Explanation of
Responses: |
(1) |
The sales reported in this
Form 4 were effected pursuant to a Rule 10b5-l trading plan
previously adopted by the Dave & Cheryl Duffield
Foundation. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices within the range of $174.23 to $175.2299,
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. |
(3) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices within the range of $175.23 to $176.2299,
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. |
(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 $176.23 to $177.2299,
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. |
(5) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices within the range of $177.29 to $178.2899,
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. |
(6) |
The reported shares are held
by the David A. Duffield Trust dated July 14, 1988, a revocable
living trust, of which the Reporting Person is trustee and sole
beneficiary. |
(7) |
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. |
(8) |
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 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. |
(9) |
The reported shares are held
by the David A. Duffield Trust dated July 14, 1988, a revocable
living trust, of which the Reporting Person is trustee and sole
beneficiary. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
DUFFIELD DAVID A
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588 |
|
X |
|
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Signatures
|
/s/ Juliana Capata,
attorney-in-fact |
|
12/19/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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