Workday, Inc. — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2014-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Class A Common Stock	J	85044	$0.00	Acquired	531054	Direct
2014-03-04	Class A Common Stock	J	2368	$0.00	Acquired	533422	Direct
2014-03-04	Class A Common Stock	J	6830	$0.00	Acquired	540252	Direct
2014-03-04	Class A Common Stock	J	1662621	$0.00	Disposed	0	Indirect
2014-03-04	Class A Common Stock	J	46319	$0.00	Disposed	0	Indirect
2014-03-04	Class A Common Stock	J	6830	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Class B Common Stock	$	C	1662621	Disposed		Class A Common Stock (1662621)	Indirect
2014-03-04	Class B Common Stock	$	C	46319	Disposed		Class A Common Stock (46319)	Indirect
2014-03-04	Class B Common Stock	$	C	189883	Disposed		Class A Common Stock (189883)	Indirect

Footnotes

F1: On March 4, 2014, Greylock XI Limited Partnership, a venture capital partnership, converted in the aggregate 1,662,621 shares of the Issuer's Class B Common Stock. Subsequently, Greylock XI Limited Partnership distributed in-kind, without consideration, Issuer's Class A Common Stock to its general and limited partners.

F2: Pro rata distribution from Greylock XI Limited Partnership.

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: On March 4, 2014, Greylock XI-A Limited Partnership, a venture capital partnership, converted in the aggregate 46,319 shares of the Issuer's Class B Common Stock. Subsequently, Greylock XI-A Limited Partnership distributed in-kind, without consideration, Issuer's Class A Common Stock to its general and limited partners.

F5: Pro rata distribution from Greylock XI-A Limited Partnership.

F6: On March 4, 2014, Greylock XI Principals LLC, converted and distributed in-kind, without consideration, Issuer's Class A Common Stock to its members, which shares it was holding as nominee for the benefit of those members.

F7: Distribution from Greylock XI Principals LLC, which shares were being held as nominee for the benefit of Mr. Bhusri.

F8: Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Exeutive 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 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 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 Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F9: Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Exeutive 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 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 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 Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.

F10: 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.

F11: 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.