Workday, Inc. — Director's Dealing 2012

Oct 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2012-10-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-17	Series A Convertible Preferred Stock	$	C	5253638	Disposed		Class B Common Stock (5253638)	Indirect
2012-10-17	Class B Common Stock	$	C	5253638	Acquired		Class A Common Stock (5253638)	Indirect
2012-10-17	Series B Convertible Preferred Stock	$	C	2661843	Disposed		Class B Common Stock (2661843)	Indirect
2012-10-17	Class B Common Stock	$	C	2661843	Acquired		Class A Common Stock (2661843)	Indirect
2012-10-17	Series C Convertible Preferred Stock	$	C	2109572	Disposed		Class B Common Stock (2109572)	Indirect
2012-10-17	Class B Common Stock	$	C	2109572	Acquired		Class A Common Stock (2109572)	Indirect
2012-10-17	Series D Convertible Preferred Stock	$	C	1743632	Disposed		Class B Common Stock (1743632)	Indirect
2012-10-17	Class B Common Stock	$	C	1743632	Acquired		Class A Common Stock (1743632)	Indirect
2012-10-17	Series E Convertible Preferred Stock	$	C	1532282	Disposed		Class B Common Stock (1532282)	Indirect
2012-10-17	Class B Common Stock	$	C	1532282	Acquired		Class A Common Stock (1532282)	Indirect
2012-10-17	Series A Convertible Preferred Stock	$	C	146362	Disposed		Class B Common Stock (146362)	Indirect
2012-10-17	Class B Common Stock	$	C	146362	Acquired		Class A Common Stock (146362)	Indirect
2012-10-17	Series B Convertible Preferred Stock	$	C	74157	Disposed		Class B Common Stock (74157)	Indirect
2012-10-17	Class B Common Stock	$	C	74157	Acquired		Class A Common Stock (74157)	Indirect
2012-10-17	Series C Convertible Preferred Stock	$	C	58771	Disposed		Class B Common Stock (58771)	Indirect
2012-10-17	Class B Common Stock	$	C	58771	Acquired		Class A Common Stock (58771)	Indirect
2012-10-17	Series D Convertible Preferred Stock	$	C	48576	Disposed		Class B Common Stock (48576)	Indirect
2012-10-17	Class B Common Stock	$	C	48576	Acquired		Class A Common Stock (48576)	Indirect
2012-10-17	Series E Convertible Preferred Stock	$	C	42688	Disposed		Class B Common Stock (42688)	Indirect
2012-10-17	Class B Common Stock	$	C	42688	Acquired		Class A Common Stock (42688)	Indirect
2012-10-17	Series A Convertible Preferred Stock	$	C	21600	Disposed		Class B Common Stock (21600)	Indirect
2012-10-17	Class B Common Stock	$	C	21600	Acquired		Class A Common Stock (21600)	Indirect
2012-10-17	Series B Convertible Preferred Stock	$	C	10914	Disposed		Class B Common Stock (10914)	Indirect
2012-10-17	Class B Common Stock	$	C	10914	Acquired		Class A Common Stock (10914)	Indirect
2012-10-17	Series C Convertible Preferred Stock	$	C	8654	Disposed		Class B Common Stock (8654)	Indirect
2012-10-17	Class B Common Stock	$	C	8654	Acquired		Class A Common Stock (8654)	Indirect
2012-10-17	Series D Convertible Preferred Stock	$	C	7170	Disposed		Class B Common Stock (7170)	Indirect
2012-10-17	Class B Common Stock	$	C	7170	Acquired		Class A Common Stock (7170)	Indirect
2012-10-17	Series E Convertible Preferred Stock	$	C	6300	Disposed		Class B Common Stock (6300)	Indirect
2012-10-17	Class B Common Stock	$	C	6300	Acquired		Class A Common Stock (6300)	Indirect

Footnotes

F1: Each share of 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: Mr. Bhusri is a managing partner of Greylock XI GP Limited Partnership ("Greylock XI GP"), which is the sole general partner of Greylock XI Limited Partnership ("Greylock XI") and Greylock XI-A Limited Partnership ("Greylock XI-A"). As such, Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by each of Greylock XI and Greylock XI-A.

F5: These shares are held as a nominee only by Greylock XI Principals LLC ("Greylock XI Principals") for the benefit of Mr. Bhusri.

F6: Mr. Bhusri disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.