Mcnamara Michael M Form 4 Workday / MICHAEL M MCNAMARA ownership change

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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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^*

MCNAMARA MICHAEL M

(Last)

(First)

(Middle)

C/O WORKDAY, INC.

6110 STONERIDGE MALL ROAD

(Street)

PLEASANTON

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/31/2020		M		75,000	A	$4.25	82,201⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		7,546	D	$239.0346⁽³⁾	74,655⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		13,148	D	$239.9753⁽⁴⁾	61,507⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		18,010	D	$240.9226⁽⁵⁾	43,497⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		6,217	D	$241.8556⁽⁶⁾	37,280⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		4,779	D	$242.9465⁽⁷⁾	32,501⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		5,858	D	$244.0104⁽⁸⁾	26,643⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		12,116	D	$245.0321⁽⁹⁾	14,527⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		7,126	D	$245.7511⁽¹⁰⁾	7,401⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		200	D	$246.72	7,201⁽¹⁾	D
Class A Common Stock	08/31/2020		M		75,000	A	$4.25	82,201	D
Class A Common Stock	08/31/2020		S⁽²⁾		9,496	D	$239.0027⁽¹¹⁾	72,705⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		14,331	D	$239.9654⁽¹²⁾	58,374⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		23,463	D	$240.8935⁽¹³⁾	34,911⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		4,000	D	$242.0482⁽¹⁴⁾	30,911⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		4,197	D	$243.0309⁽¹⁵⁾	26,714⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		4,400	D	$244.0719⁽¹⁶⁾	22,314⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		10,911	D	$245.1272⁽¹⁷⁾	11,403⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		4,202	D	$245.7959⁽¹⁸⁾	7,201⁽¹⁾	D
Class A Common Stock								1,000	I	The McNamara Family Trust U/A DTD 10/11/2001

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$4.25	08/31/2020		M			75,000	⁽¹⁹⁾	12/15/2021	Class A Common Stock⁽²⁰⁾⁽²¹⁾	75,000	$242.1522	75,000	D
Stock Option (right to buy)	$4.25	08/31/2020		M			75,000	⁽¹⁹⁾	12/15/2021	Class A Common Stock⁽²⁰⁾⁽²¹⁾	75,000	$241.735	0	D
Stock Option (right to buy)	$9.2							⁽²²⁾	08/27/2022	Class A Common Stock⁽²⁰⁾⁽²¹⁾	30,000		30,000	D

Explanation of Responses:

1. Includes 2,301 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from an original grant consisting of 2,301 RSUs with a grant date of 6/9/2020, which will vest 100% on 5/15/2021. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting date.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.4100 to $239.4099, 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.

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 $239.4100 to $240.4099, 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 $240.4200 to $241.4199, 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 $241.4200 to $242.4199, 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 $242.4600 to $243.4599, 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 $243.4900 to $244.4899, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.5000 to $245.4999, 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.

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 $245.5000 to $246.4999, 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.4400 to $239.4399, 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.4400 to $240.4399, 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.4500 to $241.4499, 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.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.4600 to $242.4599, 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.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $242.5700 to $243.5699, 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.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.5800 to $244.5799, 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.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.5900 to $245.5899, 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.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.6100 to $246.6099, 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.

19. This stock option grant became fully vested on 12/16/2016.

20. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one 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.

21. 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.

22. This stock option grant became fully vested on 1/1/2014.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	09/02/2020
	** 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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Mcnamara Michael M Form 4Workday / MICHAEL M MCNAMARA ownership change