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Filing Details

Accession Number:: 0001209191-15-025825
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-03-12 20:35:44
Reporting Period:: 2015-03-10

Filing Date:: 2015-03-12
Accepted Time:: 2015-03-12 20:35:44
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
1196579	Aneel Bhusri	C/O Workday, Inc. 6230 Stoneridge Mall Road Pleasanton CA 94588	Chief Executive Officer	Yes	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
Class A Common Stock	Disposition	2015-03-10	12,418	$81.37	238,770	No	4	S	Direct
Class A Common Stock	Acquisiton	2015-03-10	20,915	$1.30	259,685	No	4	M	Direct
Class A Common Stock	Disposition	2015-03-10	20,915	$81.37	238,770	No	4	S	Direct
Class A Common Stock	Acquisiton	2015-03-11	33,333	$1.30	272,103	No	4	M	Direct
Class A Common Stock	Disposition	2015-03-11	9,852	$81.69	262,251	No	4	S	Direct
Class A Common Stock	Disposition	2015-03-11	23,481	$82.36	238,770	No	4	S	Direct
Class A Common Stock	Acquisiton	2015-03-12	33,334	$1.30	272,104	No	4	M	Direct
Class A Common Stock	Disposition	2015-03-12	32,062	$82.70	240,042	No	4	S	Direct
Class A Common Stock	Disposition	2015-03-12	1,272	$83.18	238,770	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Non-Plan Stock Option (Right to Buy)	Disposition	2015-03-10	20,915	$1.30	20,915	$1.30
Class B Common Stock	Non-Plan Stock Option (Right to Buy)	Disposition	2015-03-11	33,333	$1.30	33,333	$1.30
Class B Common Stock	Non-Plan Stock Option (Right to Buy)	Disposition	2015-03-12	33,334	$1.30	33,334	$1.30

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,179,085	2020-11-03	No	4	M	Direct
3,145,752	2020-11-03	No	4	M	Direct
3,112,418	2020-11-03	No	4	M	Direct

Footnotes

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 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 $80.8600 to $81.8599, 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 238,770 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. 134,163 of the restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 104,607 of the 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.9350 to $81.9349, 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 $81.9426 to $82.9425, 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 $82.1350 to $83.1349, 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 $83.1400 to $84.1399, 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 stock option grant was issued outside of the Issuer's 2005 Stock Plan, and vests as follows: 20% of the total number of shares vested on January 1, 2013, and 5% of the total number of shares vested or will vest when the Reporting Person completed or completes each 3-month period of continuous service thereafter. The stock option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of the Reporting Person's service for any reason.
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.