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Filing Details

Accession Number:: 0001209191-16-133371
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-07-19 18:27:27
Reporting Period:: 2016-07-15

Filing Date:: 2016-07-19
Accepted Time:: 2016-07-19 18:27:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1327811	Workday Inc.	WDAY	()	4

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	Explanation
Class A Common Stock	Disposition	2016-07-15	10,253	$79.06	318,027	No	4	S	Direct
Class A Common Stock	Disposition	2016-07-15	100	$79.62	317,927	No	4	S	Direct

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

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Non-Plan Stock Option (Right to Buy)	$0.00	2020-11-03	2,828,356	2,828,356	Direct
Class A Common Stock	Performance Rights	$0.00		5,634	5,634	Direct
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		5,000	5,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-11-03	2,828,356	2,828,356	Direct
	5,634	5,634	Direct
	8,126,443	8,126,443	Direct
	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 7/15/2015 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $78.5400 to $79.5399, inclusive. The Reporting Person undertakes to provide 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 269,837 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, of which i) 12.5% of 134,163 RSUs granted vested or will vest in quarterly installments beginning 11/15/2015, ii) 104,607 of the RSUs will vest or have vested in eight (8) quarterly installments beginning 07/15/2016, and iii) 104,607 RSUs with a grant date of 4/15/2015 and 22,535 RSUs with a grant date of 4/15/2016 each vested or will vest quarterly over four years with a one year cliff. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
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.
The stock option grant was issued outside of the Issuer's 2005 Stock Plan, and vests or vested 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.
Represents performance RSUs ("PRSUs") that entitle the Reporting Person to receive one share of Class A common stock in the event that certain performance objectives are achieved, in which case 25% of the PRSUs will vest on 4/15/2017 and the remainder of such PRSUs will vest quarterly over the following three years.
The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.