Statement of Changes in Beneficial Ownership (4)
January 09 2023 - 05:44PM
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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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 *
Bozzini James |
2. Issuer Name and Ticker or Trading
Symbol Workday, Inc. [ WDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
COO & Executive Vice
President |
(Last)
(First)
(Middle)
C/O WORKDAY, INC., 6110 STONERIDGE MALL ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/5/2023
|
(Street)
PLEASANTON, CA 94588
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 |
1/5/2023 |
|
S(1) |
|
4199 |
D |
$161.7561 (2) |
103418 (3) |
D |
|
Class A Common Stock |
1/5/2023 |
|
S(1) |
|
190 |
D |
$160.8634 (4) |
103228 (3) |
D |
|
Class A Common Stock |
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|
|
|
|
|
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49418 |
I |
By the Bozzini Revocable Trust dtd
5/10/2004 |
Class A Common Stock |
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|
|
|
|
|
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5077 |
I |
By the Bozzini Irrevocable Trust dtd 7/12/2012
FBO Child 1 |
Class A Common Stock |
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|
|
|
|
|
|
5077 |
I |
By the Bozzini Irrevocable Trust dtd 7/12/2012
FBO Child 2 |
Class A Common Stock |
|
|
|
|
|
|
|
5077 |
I |
By the Bozzini Irrevocable Trust dtd 7/12/2012
FBO Child 3 |
Class A Common Stock |
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|
|
|
|
|
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30517 |
I |
2020 GRAT 1 (5) |
Class A Common Stock |
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|
|
|
|
|
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30517 |
I |
2020 GRAT 2 (6) |
Class A Common Stock |
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|
|
|
|
|
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50000 |
I |
2022 GRAT 3 (5) |
Class A Common Stock |
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|
|
|
|
|
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50000 |
I |
2022 GRAT 4 (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 |
Explanation of
Responses: |
(1) |
The sales reported on this
Form 4 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 tax withholding obligations to be funded by a "sell
to cover" transaction and do not represent discretionary trades by
the Reporting Person. |
(2) |
The price reported is a
weighted average price. These shares were sold as part of a block
trade for multiple security holders of Workday, Inc. in multiple
transactions at prices ranging from $157.87 to $167.88, 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
set forth in this footnote 2 with regard to the block
trade. |
(3) |
Includes 90,303 RSUs, each
of which entitle the Reporting Person to receive one share of Class
A Common Stock upon settlement. All grants are subject to the
Reporting Person's continued service with the Issuer on the
applicable vesting dates. |
(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 $160.65 to $161.00,
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 shares are held in a
grantor retained annuity trust, of which the Reporting Person is
the sole trustee, grantor, and recipient of annuity
payments. |
(6) |
The shares are held in a
grantor retained annuity trust, of which the Reporting Person's
spouse is the sole trustee, grantor, and recipient of annuity
payments. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Bozzini James
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588 |
|
|
COO & Executive Vice
President |
|
Signatures
|
/s/ Juliana Capata,
attorney-in-fact |
|
1/9/2023 |
**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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