Workday, Inc. — Director's Dealing 2013

Apr 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-03-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-10	Class A Common Stock	S	40000	$58.1465	Disposed	309994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Class B Common Stock	$	C	349994	Disposed		Class A Common Stock (349994)	Direct

Footnotes

F1: This trade is pursuant to a sale in accordance with a 10b5-1 Trading Plan for the Cheryl D. Duffield Trust dated September 12, 1996 (the "Cheryl D. Duffield Trust"), a revocable living trust of which Ms. Duffield is trustee and sole beneficiary.

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: On March 18, 2013, 349,994 shares of Class B Common Stock held by the Cheryl D. Duffield Trust were converted into 349,994 shares of Class A Common Stock. Cheryl D. Duffield and the Cheryl D. Duffield Trust are no longer 10% Owners of the Class A Common Stock.

F5: Held by the Cheryl D. Duffield Trust.