Workday, Inc. — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2014-03-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	S	12415	$100.7512	Disposed	527837	Direct
2014-03-11	Class A Common Stock	S	6581	$101.6681	Disposed	521256	Direct
2014-03-11	Class A Common Stock	S	5204	$102.5508	Disposed	516052	Direct
2014-03-11	Class A Common Stock	S	800	$103.3494	Disposed	515252	Direct
2014-03-12	Class A Common Stock	S	1800	$99.3111	Disposed	513452	Direct
2014-03-12	Class A Common Stock	S	1761	$100.5157	Disposed	511691	Direct
2014-03-12	Class A Common Stock	S	7232	$101.4914	Disposed	504459	Direct
2014-03-12	Class A Common Stock	S	14207	$102.3884	Disposed	490525	Direct
2014-03-13	Class A Common Stock	S	5075	$100.7221	Disposed	495327	Direct
2014-03-13	Class A Common Stock	S	2592	$101.4408	Disposed	497919	Direct
2014-03-13	Class A Common Stock	S	1733	$102.4499	Disposed	499652	Direct
2014-03-13	Class A Common Stock	S	2600	$103.5442	Disposed	502252	Direct
2014-03-13	Class A Common Stock	S	500	$104.49	Disposed	502752	Direct
2013-11-26	Class A Common Stock	C	698557	$0.00	Acquired	698557	Indirect
2013-11-26	Class A Common Stock	G	698557	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-26	Class B Common Stock	$	C	698557	Disposed		Class A Common Stock (698557)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (8126443)	8126443	Direct
Class B Common Stock	$		Class A Common Stock (1662620)	1662620	Indirect
Class B Common Stock	$		Class A Common Stock (46319)	46319	Indirect
Class B Common Stock	$		Class A Common Stock (6831)	6831	Indirect
Class B Common Stock	$		Class A Common Stock (5000)	5000	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.1100 to $101.1099, 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.

F3: Includes 134,163 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $101.1676 to $102.1675, 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 within the range of $102.1700 to $103.1699, 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 within the range of $103.2500 to $104.2499, 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 within the range of $98.9100 to $99.9099, 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 within the range of $99.9400 to $100.9399, 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 within the range of $100.9400 to $101.9399, 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 within the range of $101.9600 to $102.9599, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.2100 to $101.2099, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $101.2100 to $102.2099, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $102.2300 to $103.2299, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $103.2400 to $104.2399, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $104.3400 to $105.3399, 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.

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.

F18: Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. The Reporting Person is 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 and the Reporting Person 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 the Reporting Person, disclaim beneficial ownership of the securities held by Greylock XI Limited Partnership except to the extent of any pecuniary interest 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F19: Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. The Reporting Person is 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 the Reporting Person 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 the Reporting Person, disclaim beneficial ownership of the securities held by Greylock XI-A Limited Partnership except to the extent of any pecuniary interest 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F20: Shares are being held by Greylock XI Principals LLC, as nominee for the benefit of the Reporting Person.