Workday, Inc. — Director's Dealing 2013

Jun 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-06-19

Reporting Person: Stankey Michael A. (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-19	Class A Common Stock	C	2211	$0.00	Acquired	2211	Indirect
2013-06-19	Class A Common Stock	S	1100	$61.9455	Disposed	1111	Indirect
2013-06-19	Class A Common Stock	S	1111	$62.7667	Disposed	0	Indirect
2013-06-20	Class A Common Stock	C	2211	$0.00	Acquired	2211	Indirect
2013-06-20	Class A Common Stock	S	1211	$62.8234	Disposed	1000	Indirect
2013-06-20	Class A Common Stock	S	1000	$63.5003	Disposed	0	Indirect
2013-06-19	Class A Common Stock	M	4461	$0.65	Acquired	4997	Direct
2013-06-19	Class A Common Stock	S	2300	$61.8961	Disposed	2697	Direct
2013-06-19	Class A Common Stock	S	2161	$62.7937	Disposed	536	Direct
2013-06-12	Class A Common Stock	M	4461	$0.65	Acquired	4997	Direct
2013-06-12	Class A Common Stock	S	2761	$62.9067	Disposed	2236	Direct
2013-06-12	Class A Common Stock	S	1700	$63.5038	Disposed	536	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-19	Class B Common Stock	$	C	2211	Disposed		Class A Common Stock (2211)	Indirect
2013-06-20	Class B Common Stock	$	C	2211	Disposed		Class A Common Stock (2211)	Indirect
2013-06-19	Stock Option (right to buy)	$0.65	M	4461	Disposed	2019-10-26	Class A Common Stock (4461)	Direct
2013-06-20	Stock Option (right to buy)	$0.65	M	4461	Disposed	2019-10-26	Class A Common Stock (4461)	Direct

Footnotes

F1: Represents the number of shares that were acquired by the holder upon conversion of the shares of Class B Common Stock into Class A Common Stock at their election, pursuant to the Issuer's Restated Certificate of Incorporation (the "Charter").

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2013.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.41 to $62.4099, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.41 to $63.4099, 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 $62.42 to $63.4199, 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 $63.42 to $64.4199, 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 $61.41 to $62.4099, 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 $62.41 to $63.4099, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.42 to $63.4199, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.42 to $64.4199, 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.

F11: 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 (the "IPO"), 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.

F12: 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.

F13: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on October 1, 2010 when Mr. Stankey completed 12 months of continuous service, and 5% of the total number of shares vests as Mr. Stankey 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 is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of Mr. Stankey's termination for any reason.