Large owner Duffield David A sold $21,463,877 worth of shares (86,672 units at $247.64) and converted options into 71,672 shares (SEC Form 4)
$WDAY
EDP Services
Technology
| 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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| 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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/14/2025 | S(1) | 600 | D | $240.3039(2) | 59,400 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/14/2025 | S(1) | 2,700 | D | $241.4269(3) | 56,700 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/14/2025 | S(1) | 1,801 | D | $242.5406(4) | 54,899 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/14/2025 | S(1) | 6,547 | D | $243.6367(5) | 48,352 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/14/2025 | S(1) | 3,052 | D | $244.4485(6) | 45,300 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/14/2025 | S(1) | 300 | D | $245.1133(7) | 45,000 | I | Dave and Cheryl Duffield Foundation | ||
| Class A Common Stock | 03/17/2025 | C | 71,672 | A | $0 | 174,669 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 900 | D | $243.5311(9) | 173,769 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 7,669 | D | $245.7642(10) | 166,100 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 17,133 | D | $246.5065(11) | 148,967 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 12,612 | D | $247.5467(12) | 136,355 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 1,965 | D | $248.4285(13) | 134,390 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 4,320 | D | $249.5464(14) | 130,070 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 12,029 | D | $250.7828(15) | 118,041 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 13,334 | D | $251.4443(16) | 104,707 | D(8) | |||
| Class A Common Stock | 03/17/2025 | S(1) | 1,710 | D | $252.2343(17) | 102,997 | D(8) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (18)(19) | 03/17/2025 | C | 71,672 | (18)(19) | (18)(19) | Class A Common Stock | 71,672 | $0 | 42,508,866 | D(8) | ||||
| Explanation of Responses: |
| 1. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation dated December 3, 2024. |
| 2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.89 to $240.8899, 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 of this Form 4. |
| 3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.91 to $241.9099, 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 of this Form 4. |
| 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.96 to $242.9599, 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 of this Form 4. |
| 5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.05 to $244.0499, 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 of this Form 4. |
| 6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.05 to $245.0499, 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 of this Form 4. |
| 7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.11 to $246.1099, 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 of this Form 4. |
| 8. The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary. |
| 9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.43 to $244.4299, 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 of this Form 4. |
| 10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.05 to $246.0499, 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 of this Form 4. |
| 11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $246.05 to $247.0499, 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 of this Form 4. |
| 12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $247.05 to $248.0499, 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 of this Form 4. |
| 13. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $248.05 to $249.0499, 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 of this Form 4. |
| 14. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $249.07 to $250.0699, 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 of this Form 4. |
| 15. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $250.07 to $251.0699, 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 of this Form 4. |
| 16. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $251.07 to $252.0699, 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 of this Form 4. |
| 17. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $252.19 to $253.1899, 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 of this Form 4. |
| 18. 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 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. |
| 19. 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. |
| Remarks: |
| /s/ Juliana Capata, attorney-in-fact | 03/18/2025 | |
| ** 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 Number. | ||