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Filing Details

Accession Number:: 0001209191-14-042901
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-20 17:03:54
Reporting Period:: 2014-06-18

Filing Date:: 2014-06-20
Accepted Time:: 2014-06-20 17:03:54
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
1557713	A. Michael Stankey	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94550	President And Coo	No	Yes	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	2014-06-18	61,563	$0.65	261,469	No	4	M	Direct
Class A Common Stock	Disposition	2014-06-18	26,085	$85.73	235,384	No	4	S	Direct
Class A Common Stock	Disposition	2014-06-18	30,315	$86.67	205,069	No	4	S	Direct
Class A Common Stock	Disposition	2014-06-18	5,163	$87.32	199,906	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-06-19	61,563	$0.65	261,469	No	4	M	Direct
Class A Common Stock	Disposition	2014-06-19	21,200	$85.71	240,269	No	4	S	Direct
Class A Common Stock	Disposition	2014-06-19	38,863	$86.45	201,406	No	4	S	Direct
Class A Common Stock	Disposition	2014-06-19	1,500	$87.32	199,906	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-06-18	12,187	$0.00	12,187	No	4	C	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-18	5,028	$85.74	7,159	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-18	5,900	$86.65	1,259	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-18	1,259	$87.36	0	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Acquisiton	2014-06-19	12,187	$0.00	12,187	No	4	C	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-19	4,000	$85.70	8,187	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-19	7,987	$86.44	200	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock	Disposition	2014-06-19	200	$87.37	0	No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	C	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust
No	4	S	Indirect	By the Michael Alan Stankey Grantor Retained Annuity Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (right to buy)	Disposition	2014-06-18	61,563	$0.00	50,887	$0.65
Class A Common Stock	Stock Option (right to buy)	Disposition	2014-06-19	61,563	$0.00	61,563	$0.65
Class A Common Stock	Class B Common Stock	Disposition	2014-06-18	8,629	$0.00	12,187	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2014-06-19	12,187	$0.00	12,187	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,429,049	2019-10-26	No	4	M	Direct
1,367,486	2019-10-26	No	4	M	Direct
290,040		No	4	C	Indirect
277,853		No	4	C	Indirect

Footnotes

Includes 197,333 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. 104,349 restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 92,984 restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 15, 2014.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $85.1300 to $86.1299, 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 $86.1300 to $87.1299, 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 $87.1300 to $88.1299, 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 $85.0500 to $86.0499, 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 $86.0500 to $87.0499, 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 $87.0500 to $88.0499, 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 $85.1300 to $86.1299, 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 $86.1300 to $87.1299, 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 $87.1300 to $88.1299, 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 $85.0500 to $86.0499, 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 $86.0500 to $87.0499, 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 $87.0500 to $88.0499, 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.