Statement of Changes in Beneficial Ownership (4)
January 09 2023 - 05:49PM
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
|
|
| 1. Name
and Address of Reporting Person * BHUSRI
ANEEL |
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)
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)
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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) |
|
2665 |
D |
$161.7561 (2) |
415844 (3) |
D |
|
|
Class A Common Stock |
1/5/2023 |
|
S(1) |
|
122 |
D |
$160.922 (4) |
415722 (3) |
D |
|
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 |
(5)(6) |
|
|
|
|
|
|
(5)(6) |
(5)(6) |
Class A Common Stock |
5000.0 |
|
5000 |
I |
By Minor Child |
|
Class B Common Stock |
(5)(6) |
|
|
|
|
|
|
(5)(6) |
(5)(6) |
Class A Common Stock |
8126443.0 |
|
8126443 |
D |
|
| 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 101,349 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 $160.90 to $160.94,
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) |
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. |
| (6) |
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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BHUSRI ANEEL
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588 |
X |
|
Co-CEO |
|
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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