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WDAY Workday

Filed: 14 Oct 20, 8:03pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bozzini James

(Last) (First) (Middle)
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD

(Street)
PLEASANTON CA 94588

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
10/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 10/12/2020 S(1) 2,817 D $225.4027(2) 160,136(3) D
Class A Common Stock 10/12/2020 S(1) 3,439 D $226.2062(4) 156,697(3) D
Class A Common Stock 10/12/2020 S(1) 2,977 D $227.4488(5) 153,720(3) D
Class A Common Stock 10/12/2020 S(1) 5,052 D $228.1719(6) 148,668(3) D
Class A Common Stock 10/12/2020 S(1) 665 D $229.3096(7) 148,003(3) D
Class A Common Stock 10/12/2020 S(1) 50 D $229.835(8) 147,953(3) D
Class A Common Stock 10/12/2020 S(1) 4,730 D $225.4031(2) 20,270 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 5,773 D $226.2059(4) 14,497 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 4,981 D $227.4484(5) 9,516 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 8,329 D $228.1718(6) 1,187 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 1,103 D $229.3111(7) 84 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 84 D $229.835(8) 0 I Charitable Remainder Unitrust(9)
Class A Common Stock 10/12/2020 S(1) 993 D $225.4038(2) 49,007 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 1,145 D $226.2002(4) 47,862 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 975 D $227.4489(5) 46,887 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 1,648 D $228.1764(6) 45,239 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 221 D $229.3087(7) 45,018 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 18 D $229.835(8) 45,000 I 2020 GRAT 1(10)
Class A Common Stock 10/12/2020 S(1) 990 D $225.4033(2) 49,010 I 2020 GRAT 2(11)
Class A Common Stock 10/12/2020 S(1) 1,146 D $226.2014(4) 47,864 I 2020 GRAT 2(11)
Class A Common Stock 10/12/2020 S(1) 972 D $227.448(5) 46,892 I 2020 GRAT 2(11)
Class A Common Stock 10/12/2020 S(1) 1,655 D $228.1774(6) 45,237 I 2020 GRAT 2(11)
Class A Common Stock 10/12/2020 S(1) 219 D $229.3115(7) 45,018 I 2020 GRAT 2(11)
Class A Common Stock 10/12/2020 S(1) 18 D $229.835(8) 45,000 I 2020 GRAT 2(11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person and his affiliated trusts.
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 $224.8100 to $225.8099, 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. Includes 142,779 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 66,302 RSUs with a grant date of 4/14/2017 which vested or will vest as to 25% of the underlying shares on 4/15/2018 and then quarterly thereafter; ii) 50,869 RSUs with a grant date of 4/15/2018 and 75,789 RSUs with a grant date of 4/15/2020, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter; and iii) 46,984 RSUs with a grant date of 4/22/2019, which vested or will vest as to 25% of the underlying shares on 4/15/2020 and then quarterly thereafter. 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 $225.8100 to $226.8099, 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 $226.8100 to $227.8099, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $227.8100 to $228.8099, 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.
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 $228.8100 to $229.8099, 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.
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 $229.8100 to $230.8099, 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.
9. The shares are held in a irrevocable charitable remainder unitrust. The unitrust is in the name of the Reporting Person and his spouse, both of whom are sole trustees and beneficiaries of the unitrust. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
10. 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.
11. 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.
Remarks:
1 of 2
/s/ Juliana Capata, attorney-in-fact 10/14/2020
** 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).
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