Workday, Inc. — Director's Dealing 2013

Sep 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-09-18

Reporting Person: BHUSRI ANEEL (Director, Co-CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-18	Class A Common Stock	C	3325242	—	Acquired	3325242	Indirect
2013-09-18	Class A Common Stock	C	92638	—	Acquired	92638	Indirect
2013-09-19	Class A Common Stock	J	3325242	$0.00	Disposed	0	Indirect
2013-09-19	Class A Common Stock	J	92638	$0.00	Disposed	0	Indirect
2013-09-19	Class A Common Stock	J	169174	$0.00	Acquired	552639	Direct
2013-09-19	Class A Common Stock	J	4712	$0.00	Acquired	557351	Direct
2013-09-19	Class A Common Stock	J	13659	$0.00	Acquired	571010	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-18	Class B Common Stock	$	C	3325242	Disposed		Class A Common Stock (3325242)	Indirect
2013-09-18	Class B Common Stock	$	C	92638	Disposed		Class A Common Stock (92638)	Indirect

Footnotes

F1: On September 18, 2013 Greylock XI Limited Partnership 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: The shares are held directly by Greylock XI Limited Partnership. Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP Limited Partnership and Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XI Limited Partnership.

F3: Greylock XI GP Limited Partnership 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 Limited Partnership or by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: On September 18, 2013 Greylock XI-A Limited Partnership converted 92,638 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 92,638 shares of Class A Common Stock.

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

F6: On September 19, 2013, Greylock XI Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 3,325,242 shares of Class A Common Stock of the Issuer to its general and limited partners. Greylock XI GP Limited Partnership is the sole general partner of Greylocak XI Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Manageing Partner of Greylock XI GP Limited Partnership.

F7: (Continued from footnote 6) As a result, Greylock XI GP Limited Partnership and Mr. Bhusri may be deemed to share voting and dispositive power with respect to the shares held directly by Greylock XI Limited Partnership. Greylock XI GP Limited Partnership, as well as Greylock XI-A Limited Partnership and Mr. Bhusri, disclaim beneficial ownership of the securities held by Greylock XI Limited Partnership except to the extent of any pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP Limited Partnership, Greylock XI-A Limited Partnership or by Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F8: On September 19, 2013, Greylock XI-A Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 92,638 shares of Class A Common Stock of the Issuer to its general and limited partners. Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI-A GP Limited Partnership.

F9: (Continued from footnote 8) As a result, Greylock XI GP Limited Partnership and Mr. Bhusri may be deemed to share voting and dispositive power with respect to the shares held directly by Greylock XI-A Limited Partnership. Greylock XI GP Limited Partnership, as well as Greylock XI Limited Partnership and Mr. Bhusri, disclaim beneficial ownership of the securities held by Greylock XI-A Limited Partnership except to the extent of any pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP Limited Partnership, Greylock XI Limited Partnership or by Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F10: On September 19, 2013, Greylock XI Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 3,325,242 shares of Class A Common Stock of the Issuer to its general and limited partners.

F11: Pro rata distribution from Greylock XI Limited Partnership.

F12: On September 19, 2013, Greylock XI-A Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 92,638 shares of Class A Common Stock of the Issuer to its general and limited partners.

F13: Pro rata distribution from Greylock XI-A Limited Partnership.

F14: On September 19, 2013, Greylock XI Principals LLC, distributed in-kind, without consideration, an aggregate of 379,764 shares of Class A Common Stock of the Issuer to its members, which shares it was holding as nominee for the benefit of those members.

F15: Distribution from Greylock XI Principals LLC, which shares were being held as nominee for the benefit of Mr. Bhusri.

F16: 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.

F17: 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.