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: MCNAMARA MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-17	Class A Common Stock	A	135000	$28	Acquired	135000	Direct
2012-10-17	Class A Common Stock	A	2000	$28	Acquired	2000	Indirect
2012-10-17	Class A Common Stock	A	65000	$28	Acquired	65000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-17	Series F Convertible Preferred Stock	$	C	28165	Disposed		Class B Common Stock (28165)	Direct
2012-10-17	Class B Common Stock	$	C	28165	Acquired		Class A Common Stock (28165)	Direct
2012-10-17	Series F Convertible Preferred Stock	$	C	2000	Disposed		Class B Common Stock (2000)	Indirect
2012-10-17	Class B Common Stock	$	C	2000	Acquired		Class A Common Stock (2000)	Indirect

Footnotes

F1: Will be referred to as Common Stock following the earliest to occur of the events described in footnote (4) below.

F2: Each share of Series F 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.

F3: 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.

F4: 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.

F5: Mr. McNamara 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.