Workday, Inc. — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-12-04

Reporting Person: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-04	Class A Common Stock	C	20000	$0.00	Acquired	26808	Direct
2013-12-04	Class A Common Stock	G	20000	$0.00	Disposed	6808	Direct
2013-12-04	Class A Common Stock	G	20000	$0.00	Acquired	35000	Indirect
2013-12-19	Class A Common Stock	C	10000	$0.00	Acquired	16808	Direct
2013-12-19	Class A Common Stock	G	10000	$0.00	Disposed	6808	Direct
2014-02-28	Class A Common Stock	C	60000	$0.00	Acquired	66808	Direct
2014-02-28	Class A Common Stock	S	6112	$105.0897	Disposed	60696	Direct
2014-02-28	Class A Common Stock	S	5265	$106.1021	Disposed	55431	Direct
2014-02-28	Class A Common Stock	S	1856	$107.0602	Disposed	53575	Direct
2014-02-28	Class A Common Stock	S	4780	$108.0643	Disposed	48795	Direct
2014-02-28	Class A Common Stock	S	8183	$109.2799	Disposed	40612	Direct
2014-02-28	Class A Common Stock	S	11002	$110.1903	Disposed	29610	Direct
2014-02-28	Class A Common Stock	S	7269	$111.2605	Disposed	22341	Direct
2014-02-28	Class A Common Stock	S	3500	$112.2457	Disposed	18841	Direct
2014-02-28	Class A Common Stock	S	3900	$113.4477	Disposed	14941	Direct
2014-02-28	Class A Common Stock	S	3800	$114.0406	Disposed	11141	Direct
2014-02-28	Class A Common Stock	S	2700	$115.2376	Disposed	8441	Direct
2014-02-28	Class A Common Stock	S	1633	$116.36	Disposed	6808	Direct
2014-03-04	Class A Common Stock	J	400	$0.00	Acquired	7208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-04	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct
2013-12-19	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct
2014-02-28	Class B Common Stock	$	C	60000	Disposed		Class A Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	30000	Indirect
Class A Common Stock	30000	Indirect
Class A Common Stock	9000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (22624)	22624	Indirect

Footnotes

F1: Includes 4,402 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will be contingent upon the Reporting Person providing service to the Issuer as a director on December 15, 2013. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 22, 2014.

F2: The Reporting Person is the trustee of the Battle Family Foundation.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2013.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.5900 to $105.5899, 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 ranging from $105.6100 to $106.6099, 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 ranging from $106.6900 to $107.6899, 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 ranging from $107.7000 to $108.6999, 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 ranging from $108.7000 to $109.6999, 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 ranging from $109.75000 to $110.7499, 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 ranging from $110.7500 to $111.7499, 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 ranging from $111.7500 to $112.7499, 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 ranging from $112.8400 to $113.8399, 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 ranging from $113.8400 to $114.8399, 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 ranging from $114.9200 to $115.9199, 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 ranging from $115.9200 to $116.9199, 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: Entities affiliated with Greylock Partners made a pro rata distribution for no consideration of Class A common stock of the Issuer to its partners on March 4, 2014.

F17: Pro rata distribution from Greylock XI Limited Partnership.

F18: Mr. Battle disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on 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.

F19: 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.

F20: 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.