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: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-17	Class A Common Stock	A	40000	$28	Acquired	40000	Direct
2012-10-17	Class A Common Stock	A	40000	$28	Acquired	40000	Direct
2012-10-17	Class A Common Stock	A	15000	$28	Acquired	15000	Indirect
2012-10-17	Class A Common Stock	A	4000	$28	Acquired	4000	Indirect
2012-10-17	Class A Common Stock	A	4000	$28	Acquired	4000	Indirect
2012-10-17	Class A Common Stock	A	4000	$28	Acquired	4000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-17	Series B Convertible Preferred Stock	$	C	200000	Disposed		Class B Common Stock (200000)	Direct
2012-10-17	Class B Common Stock	$	C	200000	Acquired		Class A Common Stock (200000)	Direct
2012-10-17	Series C Convertible Preferred Stock	$	C	43290	Disposed		Class B Common Stock (43290)	Direct
2012-10-17	Class B Common Stock	$	C	43290	Acquired		Class A Common Stock (43290)	Direct
2012-10-17	Series D Convertible Preferred Stock	$	C	43290	Disposed		Class B Common Stock (43290)	Direct
2012-10-17	Class B Common Stock	$	C	43290	Acquired		Class A Common Stock (43290)	Direct
2012-10-17	Series E Convertible Preferred Stock	$	C	38043	Disposed		Class B Common Stock (38043)	Direct
2012-10-17	Class B Common Stock	$	C	38043	Acquired		Class A Common Stock (38043)	Direct
2012-10-17	Series F Convertible Preferred Stock	$	C	22624	Disposed		Class B Common Stock (22624)	Indirect
2012-10-17	Class B Common Stock	$	C	22624	Acquired		Class A Common Stock (22624)	Indirect
2012-10-17	Series F Convertible Preferred Stock	$	C	22624	Disposed		Class B Common Stock (22624)	Indirect
2012-10-17	Class B Common Stock	$	C	22624	Acquired		Class A Common Stock (22624)	Indirect
2012-10-17	Series F Convertible Preferred Stock	$	C	22624	Disposed		Class B Common Stock (22624)	Indirect
2012-10-17	Class B Common Stock	$	C	22624	Acquired		Class A Common Stock (22624)	Indirect

Footnotes

F1: Will be referred to as Common Stock following the earliest to occur of the events described in footnote (6) below.

F2: Held in the name of A. George Battle and Hilary Perkins, as joint tenants with right of survivorship.

F3: The Reporting Person is the trustee of the Battle Family Foundation.

F4: 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.

F5: 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.

F6: 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.

F7: Mr. Battle 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.