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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-10	Class A Common Stock	C	150000	$0.00	Acquired	150000	Indirect
2013-04-10	Class A Common Stock	S	1100	$55.9909	Disposed	148900	Indirect
2013-04-10	Class A Common Stock	S	1300	$56.8454	Disposed	147600	Indirect
2013-04-10	Class A Common Stock	S	10125	$58.1461	Disposed	137475	Indirect
2013-04-10	Class A Common Stock	S	12475	$58.4629	Disposed	125000	Indirect
2013-04-11	Class A Common Stock	S	3837	$58.6058	Disposed	121163	Indirect
2013-04-11	Class A Common Stock	S	21163	$59.8303	Disposed	100000	Indirect
2013-04-12	Class A Common Stock	S	9218	$59.8796	Disposed	90782	Indirect
2013-04-12	Class A Common Stock	S	5807	$61.2447	Disposed	84975	Indirect
2013-04-12	Class A Common Stock	S	9975	$61.6991	Disposed	75000	Indirect
2013-04-10	Class A Common Stock	C	3325242	$0.00	Acquired	3325242	Indirect
2013-04-10	Class A Common Stock	C	92639	$0.00	Acquired	92639	Indirect
2013-04-10	Class A Common Stock	C	13660	$0.00	Acquired	13660	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-10	Class B Common Stock	$	C	150000	Disposed		Class A Common Stock (150000)	Indirect
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
2013-04-10	Class B Common Stock	$	C	13660	Disposed		Class A Common Stock (13660)	Indirect

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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 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 $55.31 to $56.20, 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 ranges set forth in this footnote to 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 $56.55 to $57.20, 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 ranges set forth in this footnote to 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 $57.38 to $58.30, 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 ranges set forth in this footnote to 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 $58.31 to $58.95, 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 ranges set forth in this footnote to 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 $58.17 to $59.16, 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 ranges set forth in this footnote to 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 $59.17 to $60.04, 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 ranges set forth in this footnote to 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 $59.60 to $60.56, 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 ranges set forth in this footnote to 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 $60.81 to $61.59, 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 ranges set forth in this footnote to this Form 4.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.60 to $61.98, 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 ranges set forth in this footnote to this Form 4.

F12: Mr. Bhusri is a managing partner of Greylock XI GP Limited Partnership ("Greylock XI GP"), which is the sole general partner of Greylock XI Limited Partnership ("Greylock XI") and Greylock XI-A Limited Partnership ("Greylock XI-A"). As such, Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by each of Greylock XI and Greylock XI-A. Mr. Bhusri disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F13: These shares are held as a nominee only by Greylock XI Principals LLC ("Greylock XI Principals") for the benefit of Mr. Bhusri.

F14: 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.

F15: 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.