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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 0.65 | 06/02/2014 | M | 10,500 | (12) | 10/26/2019 | Class A Common Stock | 10,500 | $ 0.65 | 149,500 | D | ||||
| Stock Option (right to buy) | $ 0.65 | 06/03/2014 | M | 10,500 | (12) | 10/26/2019 | Class A Common Stock | 10,500 | $ 0.65 | 139,000 | D | ||||
| Stock Option (right to buy) | $ 0.5 | (13) | 03/15/2019 | Class A Common Stock | 80,000 | 8,000 | D | ||||||||
| Stock Option (right to buy) | $ 0.65 | (14) | 12/17/2019 | Class A Common Stock | 200 | 200 | D | ||||||||
| Stock Option (right to buy) | $ 1 | (15) | 07/28/2020 | Class A Common Stock | 52,500 | 52,500 | D | ||||||||
| Stock Option (right to buy) | $ 2.3 | (16) | 02/18/2021 | Class A Common Stock | 200,000 | 200,000 | D | ||||||||
| Stock Option (right to buy) | $ 7.05 | (17) | 05/04/2022 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bozzini James C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON, CA 94588 |
Senior Vice President | |||
| /s/ James P. Shaughnessy, attorney-in-fact | 06/04/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 272 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on May 30, 2014. |
| (2) | Includes 106,120 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting. 59,628 restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 46,492 restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016 subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date. |
| (3) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2014. |
| (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 $75.4900 to $76.4899, inclusive. The Reporting Person undertakes 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 $76.4900 to $77.4899, inclusive. The Reporting Person undertakes 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $77.4900 to $78.4899, inclusive. The Reporting Person undertakes 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 |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $74.4700 to $75.4699, inclusive. The Reporting Person undertakes 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. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $75.4700 to $76.4699, inclusive. The Reporting Person undertakes 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. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $75.6300 to $76.6299, inclusive. The Reporting Person undertakes 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. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $76.6300 to $77.6299, inclusive. The Reporting Person undertakes 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. |
| (11) | Due to an administrative error, the number of shares held by the Bozzini Revocable Trust dated 5/10/2004 was reported in error on the Forms 4 filed on April 9, 2014 and April 15, 2014. The Trust held 300 shares less than reported in such filings. |
| (12) | The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on October 1, 2010 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason. |
| (13) | This stock option grant became fully vested on January 1, 2014. |
| (14) | The stock option became fully vested on December 18, 2009. |
| (15) | The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason. |
| (16) | The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason. |
| (17) | The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason. |