SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BATTLE A GEORGE

(Last)

(First)

(Middle)

C/O WORKDAY, INC.

6230 STONERIDGE MALL ROAD

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/04/2013		C	V	20,000	A	$0.00	26,808⁽¹⁾	D
Class A Common Stock	12/04/2013		G	V	20,000	D	$0.00	6,808⁽¹⁾	D
Class A Common Stock	12/04/2013		G	V	20,000	A	$0.00	35,000	I	By Battle Family Foundation⁽²⁾
Class A Common Stock	12/19/2013		C	V	10,000	A	$0.00	16,808⁽¹⁾	D
Class A Common Stock	12/19/2013		G	V	10,000	D	$0.00	6,808⁽¹⁾	D
Class A Common Stock	02/28/2014		C		60,000	A	$0.00	66,808⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		6,112	D	$105.0897⁽⁴⁾	60,696⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		5,265	D	$106.1021⁽⁵⁾	55,431⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		1,856	D	$107.0602⁽⁶⁾	53,575⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		4,780	D	$108.0643⁽⁷⁾	48,795⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		8,183	D	$109.2799⁽⁸⁾	40,612⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		11,002	D	$110.1903⁽⁹⁾	29,610⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		7,269	D	$111.2605⁽¹⁰⁾	22,341⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		3,500	D	$112.2457⁽¹¹⁾	18,841⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		3,900	D	$113.4477⁽¹²⁾	14,941⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		3,800	D	$114.0406⁽¹³⁾	11,141⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		2,700	D	$115.2376⁽¹⁴⁾	8,441⁽¹⁾	D
Class A Common Stock	02/28/2014		S⁽³⁾		1,633	D	$116.36⁽¹⁵⁾	6,808⁽¹⁾	D
Class A Common Stock	03/04/2014		J⁽¹⁶⁾		400⁽¹⁷⁾	A	$0.00	7,208⁽¹⁾	D
Class A Common Stock								30,000	I	By the Perkins-Battle 2011 Trust DTD 10/26/2011
Class A Common Stock								30,000	I	By A. George Battle 2011 Separate Property Trust
Class A Common Stock								9,000	I	By Catherine McNelley⁽¹⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁹⁾⁽²⁰⁾	12/04/2013		C	V		20,000	⁽¹⁹⁾⁽²⁰⁾	⁽¹⁹⁾⁽²⁰⁾	Class A Common Stock	20,000	$0.00	514,623	D
Class B Common Stock	⁽¹⁹⁾⁽²⁰⁾	12/19/2013		C	V		10,000	⁽¹⁹⁾⁽²⁰⁾	⁽¹⁹⁾⁽²⁰⁾	Class A Common Stock	10,000	$0.00	504,623	D
Class B Common Stock	⁽¹⁹⁾⁽²⁰⁾	02/28/2014		C			60,000	⁽¹⁹⁾⁽²⁰⁾	⁽¹⁹⁾⁽²⁰⁾	Class A Common Stock	60,000	$0.00	444,623	D
Class B Common Stock	⁽¹⁹⁾⁽²⁰⁾							⁽¹⁹⁾⁽²⁰⁾	⁽¹⁹⁾⁽²⁰⁾	Class A Common Stock	22,624		22,624	I	By Catherine McNelley⁽¹⁸⁾

Explanation of Responses:

1. Includes 4,402 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will be contingent upon the Reporting Person providing service to the Issuer as a director on December 15, 2013. The 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 22, 2014.

2. The Reporting Person is the trustee of the Battle Family Foundation.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2013.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.5900 to $105.5899, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.6100 to $106.6099, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.6900 to $107.6899, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.7000 to $108.6999, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.7000 to $109.6999, 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.75000 to $110.7499, 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.7500 to $111.7499, 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.7500 to $112.7499, 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.8400 to $113.8399, 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.8400 to $114.8399, 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.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.9200 to $115.9199, 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.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.9200 to $116.9199, 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.

16. Entities affiliated with Greylock Partners made a pro rata distribution for no consideration of Class A common stock of the Issuer to its partners on March 4, 2014.

17. Pro rata distribution from Greylock XI Limited Partnership.

18. Mr. Battle disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on 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.

19. 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.

20. 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.

Remarks:

	/s/ Melanie Vinson, attorney-in-fact	03/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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