Workday, Inc. — Director's Dealing 2012

Oct 11, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2012-10-11

Reporting Person: Davies Christa (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$9.2	2022-08-27	Class B Common Stock (150000)		Direct
Stock Option (Right to Buy)	$22.50	2022-09-26	Class B Common Stock (15000)		Direct

Footnotes

F1: This is a stock option grant under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares will vest on August 25, 2013, provided Ms. Davies has completed 12 months of continuous service as of that date, and 5% of the total number of shares will vest as Ms. Davies completes each 3-month period of continuous service thereafter. This option grant will be exercisable in full or in part at any time, but the unvested portion will be subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of Ms. Davies' service for any reason. None of these shares has been exercised by Ms. Davies to 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, which occurs after the closing of the Issuer's initial public offering, 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: This is a stock option grant under the Issuer's 2005 Stock Option Plan and will be 100% vested on January 1, 2014, provided Ms. Davies continues to provide services to the Issuer. This option grant will be exercisable in full or in part at any time, but the unvested portion will be subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of Ms. Davies' service for any reason. None of these shares has been exercised by Ms. Davies to date.