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Filing Details

Accession Number:: 0001209191-13-021298
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-12 18:10:29
Reporting Period:: 2013-04-10

Filing Date:: 2013-04-12
Accepted Time:: 2013-04-12 18:10:29
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
1196579	Aneel Bhusri	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94588	Co-Ceo And Chairman	Yes	Yes	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	2013-04-10	150,000	$0.00	150,000	No	4	C	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-10	1,100	$55.99	148,900	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-10	1,300	$56.85	147,600	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-10	10,125	$58.15	137,475	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-10	12,475	$58.46	125,000	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-11	3,837	$58.61	121,163	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-11	21,163	$59.83	100,000	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-12	9,218	$59.88	90,782	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-12	5,807	$61.24	84,975	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Disposition	2013-04-12	9,975	$61.70	75,000	No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
Class A Common Stock	Acquisiton	2013-04-10	3,325,242	$0.00	3,325,242	No	4	C	Indirect	By Greylock XI Limited Partnership
Class A Common Stock	Acquisiton	2013-04-10	92,639	$0.00	92,639	No	4	C	Indirect	By Greylock XI-A Limited Partnership
Class A Common Stock	Acquisiton	2013-04-10	13,660	$0.00	13,660	No	4	C	Indirect	By Greylock XI Principals LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	S	Indirect	By The Aneel Bhusri Grantor Retained Annuity Trust dtd 9/13/11
No	4	C	Indirect	By Greylock XI Limited Partnership
No	4	C	Indirect	By Greylock XI-A Limited Partnership
No	4	C	Indirect	By Greylock XI Principals LLC

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	2013-04-10	150,000	$0.00	150,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-04-10	3,325,242	$0.00	3,325,242	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-04-10	92,639	$0.00	92,639	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-04-10	13,660	$0.00	13,660	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
698,557	No	4	C	Indirect
9,975,725	No	4	C	Indirect
277,915	No	4	C	Indirect
40,978	No	4	C	Indirect

Footnotes

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