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Filing Details

Accession Number:: 0001181431-13-021974
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-11 16:48:44
Reporting Period:: 2013-04-09

Filing Date:: 2013-04-11
Accepted Time:: 2013-04-11 16:48:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1327811	Workday Inc.	WDAY	Services-Computer Processing & Data Preparation (7374)	202480422

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-04-09	2,321,212	$0.00	2,321,212	No	4	C	Indirect	See Note 2
Class A Common Stock	Disposition	2013-04-09	2,321,212	$0.00	0	No	4	J	Indirect	See Note 2
Class A Common Stock	Acquisiton	2013-04-09	23,212	$0.00	23,212	No	4	J	Indirect	See Note 5
Class A Common Stock	Acquisiton	2013-04-09	23,212	$0.00	0	No	4	J	Indirect	See Note 5
Class A Common Stock	Acquisiton	2013-04-10	2,321,212	$0.00	2,321,212	No	4	C	Indirect	See Note 8
Class A Common Stock	Disposition	2013-04-10	2,321,212	$0.00	0	No	4	J	Indirect	See Note 8
Class A Common Stock	Acquisiton	2013-04-10	23,212	$0.00	23,212	No	4	J	Indirect	See Note 11
Class A Common Stock	Disposition	2013-04-10	23,212	$0.00	0	No	4	J	Indirect	See Note 11
Class A Common Stock	Acquisiton	2013-04-09	1,171	$0.00	1,171	No	4	J	Indirect	See Note 14
Class A Common Stock	Acquisiton	2013-04-10	1,374	$0.00	2,545	No	4	J	Indirect	See Note 14
Class A Common Stock	Acquisiton	2013-04-09	5,052	$0.00	5,052	No	4	J	Indirect	See Note 17
Class A Common Stock	Acquisiton	2013-04-10	5,344	$0.00	10,396	No	4	J	Indirect	See Note 17
Class A Common Stock	Disposition	2013-04-10	10,396	$58.27	0	No	4	S	Indirect	See Note 17

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 2
No	4	J	Indirect	See Note 2
No	4	J	Indirect	See Note 5
No	4	J	Indirect	See Note 5
No	4	C	Indirect	See Note 8
No	4	J	Indirect	See Note 8
No	4	J	Indirect	See Note 11
No	4	J	Indirect	See Note 11
No	4	J	Indirect	See Note 14
No	4	J	Indirect	See Note 14
No	4	J	Indirect	See Note 17
No	4	J	Indirect	See Note 17
No	4	S	Indirect	See Note 17

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2013-04-09	2,321,212	$0.00	2,321,212	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-04-10	2,321,212	$0.00	2,321,212	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,642,425			No	4	C	Indirect
4,642,425			No	4	C	Indirect

Footnotes

New Enterprise Associates 13, L.P. ("NEA 13") converted 2,321,212 shares of Class B Common Stock at its option, pursuant to the Issuer's Restated Certificate of Incorporation, resulting in its acquisition of 2,321,212 shares of Class A Common Stock.
The securities are directly held by NEA 13 and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.
NEA 13 made a pro rata distribution for no consideration of an aggregate of 2,321,212 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on April 9, 2013.
NEA Partners 13 received 23,212 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on April 9, 2013.
The Reporting Person is a director of NEA 13 LTD, the sole general partner of NEA Partners 13. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 23,212 shares of Class A Common Stock of the Issuer to its limited partners on April 9, 2013.
New Enterprise Associates 12, L.P. ("NEA 12") converted 2,321,212 shares of Class B Common Stock at its option, pursuant to the Issuer's Restated Certificate of Incorporation, resulting in its acquisition of 2,321,212 shares of Class A Common Stock.
The securities are directly held by NEA 12 and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest.
NEA 12 made a pro rata distribution for no consideration of an aggregate of 2,321,212 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on April 10, 2013.
NEA Partners 12 received 23,212 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on April 10, 2013.
The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.
NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 23,212 shares of Class A Common Stock of the Issuer to its limited partners on April 10, 2013.
Rising River Partners, L.P. received 1,171 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on April 9, 2013.
The securities are directly held by Rising River Partners, L.P. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by Rising River Partners, L.P. in which the Reporting Person has no pecuniary interest.
Rising River Partners, L.P. received 1,374 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on April 10, 2013.
New Enterprise Associates, LLC ("NEA LLC") received 5,052 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on April 9, 2013.
The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the securities held by NEA LLC, except to the extent of his pecuniary interest therein.
NEA LLC received 5,344 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on April 10, 2013.
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.
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 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.135 to $58.41, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 set forth in this footnote (21) to this Form 4.