Statement of Changes in Beneficial Ownership (4)
December 30 2022 - 05:11PM
Edgar (US Regulatory)
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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
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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 *
Eschenbach Carl M. |
2. Issuer Name and Ticker or Trading
Symbol Workday, Inc. [ WDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Co-CEO |
|
(Last)
(First)
(Middle)
6110 STONERIDGE MALL ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/28/2022
|
|
(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 |
12/28/2022 |
|
A |
|
30365 (1) |
A |
$0 |
38610 (2) |
D |
|
|
Class A Common Stock |
12/28/2022 |
|
A |
|
60730 (1) |
A |
$0 |
99340 (3) |
D |
|
|
Class A Common Stock |
12/28/2022 |
|
A |
|
303650 (1) |
A |
$0 |
402990 (4) |
D |
|
|
Class A Common Stock |
12/28/2022 |
|
A |
|
303650 (1)(5) |
A |
$0 |
706640 (6) |
D |
|
|
Class A Common Stock |
|
|
|
|
|
|
|
11531 (7) |
I |
Eschenbach Family Trust dtd 4/15/2014, Carl
Eschenbach Jr and Ana Eschenbach TTEE |
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 |
| Explanation of
Responses: |
| (1) |
All grants are subject to
the Reporting Person's continued service with Workday on each
applicable vesting date. |
| (2) |
Includes 32,767 restricted
stock units (RSUs) that entitle the Reporting Person to receive one
share of Class A Common Stock upon settlement of (i) 2,402 RSUs
with a grant date of 6/22/2022, which will vest 100% on 5/15/2023,
and (ii) an original grant of 30,365 RSUs with a grant date of
12/28/2022, which will vest as to 1/4 of the underlying shares on
each of the first four quarterly anniversaries of 12/05/2022, with
vesting contingent upon the Reporting Person's purchase of shares
of Workday Class A Common Stock on the public market with a fair
market value of $2,000,000.00 within 12 months following
12/20/2022, provided that no shares subject to the award shall vest
until the first quarterly vesting date on or following the date
which is 10 trading days following the date on which the Reporting
Person provides notice and reasonable documentation of his
completion of such stock purchase (such condition, the Vesting
Condition). |
| (3) |
Includes 93,497 RSUs that
entitle the Reporting Person to receive one share of Class A Common
Stock upon settlement of (i) the RSUs as set forth in footnote 2 of
this Form 4, and (ii) an original grant of 60,730 RSUs with a grant
date of 12/28/2022, which will vest as to 1/4 of the underlying
shares on 3/5/2023, and then quarterly thereafter. |
| (4) |
Includes 397,147 RSUs that
entitle the Reporting Person to receive one share of Class A Common
Stock upon settlement of (i) the RSUs as set forth in footnotes 2
and 3 of this Form 4, and (ii) an original grant of 303,650 RSUs
with a grant date of 12/28/2022, which will vest as to 1/16th of
the underlying shares on 3/5/2023, and then quarterly
thereafter. |
| (5) |
This reflects 303,650 shares
of Class A Common Stock subject to a performance RSU (PRSU) that is
divided into three tranches, with each tranche representing the
Reporting Person's right to acquire 1/3 of the shares subject to
the award. The PRSUs shall vest subject to the achievement of
certain performance metrics based on the Issuer's stock price over
a five-year performance period. Subject to the achievement of the
performance metrics applicable to each tranche, the shares subject
to an achieved tranche shall vest as to 1/60 of such tranche's
shares on each of the 60 monthly anniversaries of 12/05/2022. If
unachieved during its applicable performance period, the underlying
shares in Tranche 1 and/or Tranche 2 will "roll forward" and may be
earned in a later performance period, but only if the performance
metric for such later performance period is achieved. |
| (6) |
Includes 700,797 RSUs that
entitle the Reporting Person to receive one share of Class A Common
Stock upon settlement of (i) the RSUs as set forth in footnotes 2,
3, and 4 of this Form 4, and (ii) an original grant of 303,650
PRSUs with a grant date of 12/28/2022, which will vest as set forth
in footnote 5 to this Form 4. |
| (7) |
The trust is in the name of
the Reporting Person and his spouse, who are both trustees and
beneficiaries of the trust. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Eschenbach Carl M.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588 |
X |
|
Co-CEO |
|
Signatures
|
|
/s/ Juliana Capata,
attorney-in-fact |
|
12/30/2022 |
| **Signature of
Reporting Person |
Date |
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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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