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Filing Details

Accession Number:: 0001209191-14-020465
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-13 19:26:23
Reporting Period:: 2014-03-11

Filing Date:: 2014-03-13
Accepted Time:: 2014-03-13 19:26:23
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	Disposition	2014-03-11	12,415	$100.75	527,837	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-11	6,581	$101.67	521,256	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-11	5,204	$102.55	516,052	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-11	800	$103.35	515,252	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-12	1,800	$99.31	513,452	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-12	1,761	$100.52	511,691	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-12	7,232	$101.49	504,459	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-12	14,207	$102.39	490,525	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-13	5,075	$100.72	495,327	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-13	2,592	$101.44	497,919	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-13	1,733	$102.45	499,652	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-13	2,600	$103.54	502,252	No	4	S	Direct
Class A Common Stock	Disposition	2014-03-13	500	$104.49	502,752	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-11-26	698,557	$0.00	698,557	No	5	C	Indirect	The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11
Class A Common Stock	Disposition	2013-11-26	698,557	$0.00	0	No	5	G	Indirect	The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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	S	Direct
No	5	C	Indirect	The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11
No	5	G	Indirect	The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11

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	2013-11-26	698,557	$0.00	698,557	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	5	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	8,126,443	8,126,443	Direct
Class A Common Stock	Class B Common Stock	$0.00	1,662,620	1,662,620	Indirect
Class A Common Stock	Class B Common Stock	$0.00	46,319	46,319	Indirect
Class A Common Stock	Class B Common Stock	$0.00	6,831	6,831	Indirect
Class A Common Stock	Class B Common Stock	$0.00	5,000	5,000	Indirect

Amount	Remaning Holdings	Nature of Ownership
8,126,443	8,126,443	Direct
1,662,620	1,662,620	Indirect
46,319	46,319	Indirect
6,831	6,831	Indirect
5,000	5,000	Indirect

Footnotes

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2013.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.1100 to $101.1099, 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.
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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $101.1676 to $102.1675, 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 within the range of $102.1700 to $103.1699, 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 within the range of $103.2500 to $104.2499, 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 within the range of $98.9100 to $99.9099, 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 within the range of $99.9400 to $100.9399, 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 within the range of $100.9400 to $101.9399, 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 within the range of $101.9600 to $102.9599, 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 within the range of $100.2100 to $101.2099, 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 within the range of $101.2100 to $102.2099, 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 within the range of $102.2300 to $103.2299, 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 within the range of $103.2400 to $104.2399, 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 within the range of $104.3400 to $105.3399, 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.
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.
Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. The Reporting Person is the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP and the Reporting Person 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 the Reporting Person, 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. The Reporting Person is the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP Limited Partnership and the Reporting Person 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 the Reporting Person, 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
Shares are being held by Greylock XI Principals LLC, as nominee for the benefit of the Reporting Person.