Workday, Inc. — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2012-10-31

Reporting Person: BHUSRI ANEEL (Director, Co-CEO and Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Class B Common Stock	$	J	31443	Acquired		Class A Common Stock (31443)	Direct
2012-10-31	Class B Common Stock	$	J	31443	Disposed		Class A Common Stock (31443)	Indirect

Footnotes

F1: 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 fore value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporaiton in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.

F2: 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 (9) 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.

F3: On September 23, 2011, the reporting person contributed 880,000 shares of WDAY common stock to a grantor retained annuity trust for the benefit of himself and his child. This transfer represents a distribution of securities in satisfaction of an annuity obligation. This is a voluntary filing.