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: Cheryl D. Duffield Trust (10% Owner)
Reporting Person: Duffield Cheryl D. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-17	Series A Convertible Preferred Stock	$	C	1200000	Disposed		Class B Common Stock (1200000)	Direct
2012-10-17	Class B Common Stock	$	C	1200000	Acquired		Class A Common Stock (1200000)	Direct
2012-10-17	Series B Convertible Preferred Stock	$	C	640000	Disposed		Class B Common Stock (640000)	Direct
2012-10-17	Class B Common Stock	$	C	640000	Acquired		Class A Common Stock (640000)	Direct
2012-10-17	Series C Convertible Preferred Stock	$	C	398268	Disposed		Class B Common Stock (398268)	Direct
2012-10-17	Class B Common Stock	$	C	398268	Acquired		Class A Common Stock (398268)	Direct
2012-10-17	Series D Convertible Preferred Stock	$	C	398268	Disposed		Class B Common Stock (398268)	Direct
2012-10-17	Class B Common Stock	$	C	398268	Acquired		Class A Common Stock (398268)	Direct
2012-10-17	Series E Convertible Preferred Stock	$	C	349994	Disposed		Class B Common Stock (349994)	Direct
2012-10-17	Class B Common Stock	$	C	349994	Acquired		Class A Common Stock (349994)	Direct

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: The Cheryl D. Duffield Trust dated September 12, 1996 is a revocable living trust, of which Ms. Duffield is trustee and sole beneficiary.