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Filing Details

Accession Number:: 0001209191-16-141170
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-13 16:38:15
Reporting Period:: 2016-09-09

Filing Date:: 2016-09-13
Accepted Time:: 2016-09-13 16:38:15
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
1209711	Jr J George Still	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	Disposition	2016-09-09	6,000	$87.28	59,000	No	4	S	Indirect	By the Still Family Trust, DTD 3/12/1996
Class A Common Stock	Disposition	2016-09-09	4,000	$88.09	55,000	No	4	S	Indirect	By the Still Family Trust, DTD 3/12/1996

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By the Still Family Trust, DTD 3/12/1996
No	4	S	Indirect	By the Still Family Trust, DTD 3/12/1996

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	13,000	Indirect	By Still Family Partners, a California Limited Partnership formed 3/26/1996
Class A Common Stock	21,943	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	Class B Common Stock	$0.00		160,784	160,784	Indirect
Class A Common Stock	Stock Option (Right to Buy)	$0.65	2019-10-26	100,000	100,000	Direct
Class A Common Stock	Stock Option (Right to Buy)	$4.25	2021-11-01	90,000	90,000	Direct
Class A Common Stock	Stock Option (Right to Buy)	$9.20	2022-08-27	30,000	30,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	160,784	160,784	Indirect
2019-10-26	100,000	100,000	Direct
2021-11-01	90,000	90,000	Direct
2022-08-27	30,000	30,000	Direct

Footnotes

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Still Family Trust, DTD 3/12/1996 on October 13, 2015.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.7702 to $87.7701, 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.
Shares held by Still Family Trust, dated 3/12/1996 ("Still Family Trust"). Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.7901 to $88.7900, 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.
Shares held by Still Family Partners, formed March 26, 1996 ("Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in 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.
Includes 5,807 Restricted Stock Units ("RSUs") granted under the Issuer's 2012 Equity Incentive Plan. This 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 15, 2017.
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 is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on October 27, 2014.
The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on November 2, 2012, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This 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.
The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on January 1, 2014.