Workday, Inc. — Director's Dealing 2013

Sep 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-08-30

Reporting Person: DUFFIELD DAVID A (Director, Co-Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-30	Class A Common Stock	A	59628	$0.00	Acquired	59628	Direct
2013-08-30	Class A Common Stock	C	77494	$0.00	Acquired	117638	Direct
2013-08-30	Class A Common Stock	S	50012	$72.5707	Disposed	67626	Direct
2013-08-30	Class A Common Stock	S	22794	$73.4527	Disposed	44832	Direct
2013-08-30	Class A Common Stock	S	4688	$74.2843	Disposed	40144	Direct
2013-09-03	Class A Common Stock	C	222483	$0.00	Acquired	262627	Direct
2013-09-03	Class A Common Stock	S	172908	$73.2456	Disposed	89719	Direct
2013-09-03	Class A Common Stock	S	49575	$73.9035	Disposed	40144	Direct
2013-09-03	Class A Common Stock	J	40102	$0.00	Acquired	80246	Direct
2013-09-04	Class A Common Stock	C	50779	$0.00	Acquired	131025	Direct
2013-09-04	Class A Common Stock	S	50779	$73.2674	Disposed	80246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-30	Class B Common Stock	$	C	77494	Disposed		Class A Common Stock (77494)	Direct
2013-09-03	Class B Common Stock	$	C	222483	Disposed		Class A Common Stock (222483)	Direct
2013-09-04	Class B Common Stock	$	C	50779	Disposed		Class A Common Stock (50779)	Direct

Footnotes

F1: Restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting. The restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

F2: Held by The David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 11, 2013.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.17 to $73.16, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.17 to $74.16, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.17 to $74.65, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.76 to $73.74, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.76 to $74.16, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F9: Entities affiliated with Greylock Partners made a pro rata distribution for no consideration of an aggregate of 3,797,645 shares of Class A common stock of the Issuer to its partners on September 3, 2013.

F10: Pro rata distribution from Greylock XI Limited Partnership, of which the Reporting Person is a trustee for a limited partner.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.91 to $73.84, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F12: 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.

F13: 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 (9) 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.