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: 2013-04-10

Reporting Person: Greylock XI GP Limited Partnership (10% Owner)
Reporting Person: BHUSRI ANEEL (10% Owner)
Reporting Person: GREYLOCK XI LIMITED PARTNERSHIP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-10	Class A Common Stock	C	3325242	—	Acquired	3325242	Indirect
2013-04-10	Class A Common Stock	C	92639	—	Acquired	92639	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-10	Class B Common Stock	$	C	3325242	Disposed		Class A Common Stock (3325242)	Indirect
2013-04-10	Class B Common Stock	$	C	92639	Disposed		Class A Common Stock (92639)	Indirect

Footnotes

F1: On April 10, 2013 Greylock XI Limited Partnership ("Greylock XI LP") converted 3,325,242 shares of Class B Common Stock at its option, pursuant to the Issuer's restated certificate of incorporation in effect as of the date hereof, resulting in its acquisition of 3,325,242 shares of Class A Common Stock.

F2: On April 10, 2013 Greylock XI-A Limited Partnership ("Greylock XI-A LP") converted 92,639 shares of Class B Common Stock at its option, pursuant to the Issuer's restated certificate of incorporation in effect as of the date hereof, resulting in its acquisition of 92,639 shares of Class A Common Stock.

F3: 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.

F4: All shares of Class A Common Stock 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 Common Stock 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 Common Stock and Class B Common Stock have no expiration date.

F5: The shares are held directly by Greylock XI LP. Greylock XI GP Limited Partnership ("Greylock XI GP") is the sole general partner of Greylock XI LP. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP. As a result, Greylock XI GP and Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XI LP.

F6: The shares are held directly by Greylock XI-A LP. Greylock XI GP is the sole general partner of Greylock XI-A LP. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP. As a result, Greylock XI GP and Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XI-A LP.

F7: Greylock XI GP and Aneel Bhusri disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP or by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.