4//SEC Filing
PERRY MARK W 4
Accession 0001181431-12-055078
CIK 0001327811other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 4:20 PM ET
Size
10.0 KB
Accession
0001181431-12-055078
Insider Transaction Report
Form 4
Workday, Inc.WDAY
PERRY MARK W
10% Owner
Transactions
- Conversion
Series E Convertible Preferred Stock
2012-10-17−6,963,636→ 0 total(indirect: See Note 4)→ Class B Common Stock (6,963,636 underlying) - Conversion
Class B Common Stock
2012-10-17+6,963,636→ 6,963,636 total(indirect: See Note 4)→ Class A Common Stock (6,963,636 underlying)
Footnotes (4)
- [F1]Each share of Series E Convertible Preferred stock automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- [F2]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.
- [F3]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.
- [F4]The securities are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, C. Richard Kramlich, Krishna "Kittu" Kolluri, Charles W. Newhall III, Mark W. Perry and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest.
Documents
Issuer
Workday, Inc.
CIK 0001327811
Entity typeother
Related Parties
1- filerCIK 0001062466
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 4:20 PM ET
- Size
- 10.0 KB