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Filing Details

Accession Number:: 0001209191-14-016947
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-04 19:32:14
Reporting Period:: 2013-12-04

Filing Date:: 2014-03-04
Accepted Time:: 2014-03-04 19:32:14
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
1203980	George A Battle	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94588		Yes	No	No	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	2013-12-04	20,000	$0.00	26,808	No	5	C	Direct
Class A Common Stock	Disposition	2013-12-04	20,000	$0.00	6,808	No	5	G	Direct
Class A Common Stock	Acquisiton	2013-12-04	20,000	$0.00	35,000	No	5	G	Indirect	By Battle Family Foundation
Class A Common Stock	Acquisiton	2013-12-19	10,000	$0.00	16,808	No	5	C	Direct
Class A Common Stock	Disposition	2013-12-19	10,000	$0.00	6,808	No	5	G	Direct
Class A Common Stock	Acquisiton	2014-02-28	60,000	$0.00	66,808	No	4	C	Direct
Class A Common Stock	Disposition	2014-02-28	6,112	$105.09	60,696	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	5,265	$106.10	55,431	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	1,856	$107.06	53,575	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	4,780	$108.06	48,795	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	8,183	$109.28	40,612	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	11,002	$110.19	29,610	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	7,269	$111.26	22,341	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	3,500	$112.25	18,841	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	3,900	$113.45	14,941	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	3,800	$114.04	11,141	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	2,700	$115.24	8,441	No	4	S	Direct
Class A Common Stock	Disposition	2014-02-28	1,633	$116.36	6,808	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-03-04	400	$0.00	7,208	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	C	Direct
No	5	G	Direct
No	5	G	Indirect	By Battle Family Foundation
No	5	C	Direct
No	5	G	Direct
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	J	Direct

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	2013-12-04	20,000	$0.00	20,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-12-19	10,000	$0.00	10,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-02-28	60,000	$0.00	60,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
514,623	No	5	C	Direct
504,623	No	5	C	Direct
444,623	No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	30,000	Indirect	By the Perkins-Battle 2011 Trust DTD 10/26/2011
Class A Common Stock	30,000	Indirect	By A. George Battle 2011 Separate Property Trust
Class A Common Stock	9,000	Indirect	By Catherine McNelley

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			22,624	22,624	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	22,624	22,624	Indirect

Footnotes

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.
The Reporting Person is the trustee of the Battle Family Foundation.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Pro rata distribution from Greylock XI Limited Partnership.
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.
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 (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.