David A. Duffield - Jun 12, 2023 Form 4 Insider Report for Workday, Inc. (WDAY)

Role
10%+ Owner
Signature
/s/ Juliana Capata, attorney-in-fact
Stock symbol
WDAY
Transactions as of
Jun 12, 2023
Transactions value $
-$22,573,989
Form type
4
Date filed
6/14/2023, 04:21 PM
Previous filing
Dec 19, 2022
Next filing
Sep 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WDAY Class A Common Stock Sale -$22.6M -108K -33.33% $208.37 217K Jun 12, 2023 Dave and Cheryl Duffield Foundation F1
holding WDAY Class A Common Stock 103K Jun 12, 2023 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding WDAY Class B Common Stock 45.4M Jun 12, 2023 Class A Common Stock 45.4M Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-l trading plan previously adopted by the Dave & Cheryl Duffield Foundation dated March 22, 2023.
F2 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.
F3 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.
F4 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.
F5 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.