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*
Stankey Michael A.

(Last) (First) (Middle)
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD

(Street)
PLEASANTON CA 94550

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2013
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/23/2013 M 4,461 A $0.65 110,806 (1) D
Class A Common Stock 12/23/2013 S (2) 2,961 D $82.71 (3) 107,845 (1) D
Class A Common Stock 12/23/2013 S (2) 1,500 D $83.146 (4) 106,345 (1) D
Class A Common Stock 12/24/2013 M 4,461 A $0.65 110,806 (1) D
Class A Common Stock 12/24/2013 S (2) 1,700 D $81.3664 (5) 109,106 (1) D
Class A Common Stock 12/24/2013 S (2) 2,761 D $81.8474 (6) 106,345 (1) D
Class A Common Stock 12/23/2013 C 2,211 A $0.00 2,211 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock 12/23/2013 S (2) 1,411 D $82.707 (7) 800 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock 12/23/2013 S (2) 800 D $83.1613 (8) 0 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock 12/24/2013 C 2,211 A $0.00 2,211 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock 12/24/2013 S (2) 2,100 D $81.6767 (9) 111 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class A Common Stock 12/24/2013 S (2) 111 D $82.411 (10) 0 I By the Michael Alan Stankey Grantor Retained Annuity Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $0.65 12/23/2013 M 4,461 (11) (12) 10/26/2019 Class A Common Stock 4,461 $0.00 1,678,899 D
Stock Option (right to buy) $0.65 12/24/2013 M 4,461 (11) (12) 10/26/2019 Class A Common Stock 4,461 $0.00 1,674,438 D
Class B Common Stock (11) (12) 12/23/2013 C 2,211 (11) (12) (11) (12) Class A Common Stock 2,211 $0.00 360,630 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Class B Common Stock (11) (12) 12/24/2013 C 2,211 (11) (12) (11) (12) Class A Common Stock 2,211 $0.00 358,419 I By the Michael Alan Stankey Grantor Retained Annuity Trust
Explanation of Responses:
1. Includes 104,349 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. The restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2013.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.030000 to $83.0299, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.0300 to $84.0299, 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 $80.5000 to $81.4999, 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 $81.5000 to $82.4999, 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 $82.0300 to $83.0299, 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 $83.0300 to $84.0299, 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 $81.3900 to $82.3899, 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 $82.3900 to $83.3899, 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. 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.
12. 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/ James P. Shaughnessy, attorney-in-fact 12/24/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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