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Item 2. Unregistered Sales of Equity Securities

2021-05-26 compared with 2020-11-20 · 28 added, 16 removed, 19 unchanged (70% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the three months ended October 31, 2020, we issued 0.2 million shares of our unregistered Class A common stock to warrant holders who net exercised their warrants related to the 2020 Notes.

This share amount represents the number of warrants exercised multiplied by the difference between the exercise price of the warrants and their daily volume weighted-average stock price.

For further information regarding the above transactions, see Note 10, Debt, of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

These shares of our Class A common stock were issued in an exchange pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

We did not receive any proceeds from the warrant exercises, nor were they subject to underwriting discounts or commissions.

Recent Sales of Unregistered Securities

During the three months ended April 30, 2021, we issued 146 shares of our unregistered Class A common stock to holders of our 2022 Notes upon settlement of conversion of an immaterial aggregate principal amount of such notes.

This share amount represents the conversion value of the 2022 Notes in excess of the principal amount converted.

These shares of our Class A common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (“Securities Act”).

For further information, see Note 11, Debt, of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Additionally, during the three months ended April 30, 2021, we closed our acquisition of Peakon, pursuant to which we issued a total of 81,695 shares of our Class A common stock which are subject to certain time-based vesting provisions.

These shares of our Class A common stock were issued in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act:

Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.

For further information, see Note 7, Business Combinations, of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Purchases of Equity Securities by the Issuer

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended April 30, 2021.

The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes.

For further information, see Note 11, Debt, of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

February 1, 2021 - February 28, 2021 32 $ 270.03 — —

March 1, 2021 - March 31, 2021 108 253.85 — —

April 1, 2021 - April 30, 2021 — — — —

The Exhibits listed below are filed as part of this Form 10-Q.

Incorporation by Reference

Exhibit Number Form File Number Filing Date Exhibit Number Filed Herewith

Incorporated by Reference Filed Herewith

Exhibit Form File No.

Filing Date Exhibit No.

3.1 Amended and Restated Bylaws

8-K 001-35680 April 1, 2021 3.1

10.1 Workday, Inc.

Change in Control Policy

31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.3 Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C.

31.1 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.3 Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Principal Executive Officer pursuant to 18 U.S.C.

32.2 Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3 Certification of Principal Financial Officer pursuant to 18 U.S.C.

32.3 Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X

† Indicates a management contract or compensatory plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 20, 2020

Workday, Inc.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities