0001181431-13-021966.txt : 20130411
0001181431-13-021966.hdr.sgml : 20130411
20130411164116
ACCESSION NUMBER: 0001181431-13-021966
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130410
FILED AS OF DATE: 20130411
DATE AS OF CHANGE: 20130411
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Workday, Inc.
CENTRAL INDEX KEY: 0001327811
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 202480422
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 6230 STONERIDGE MALL ROAD
STREET 2: SUITE 200
CITY: PLEASANTON
STATE: CA
ZIP: 94588
BUSINESS PHONE: 877-967-5329
MAIL ADDRESS:
STREET 1: 6230 STONERIDGE MALL ROAD
STREET 2: SUITE 200
CITY: PLEASANTON
STATE: CA
ZIP: 94588
FORMER COMPANY:
FORMER CONFORMED NAME: Workday Inc
DATE OF NAME CHANGE: 20050519
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Enterprise Associates 12, Limited Partnership
CENTRAL INDEX KEY: 0001383391
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 13756615
BUSINESS ADDRESS:
STREET 1: 1119 ST. PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 4102440115
MAIL ADDRESS:
STREET 1: 1119 ST. PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
4
1
rrd376721.xml
X0306
4
2013-04-10
1
0001327811
Workday, Inc.
WDAY
0001383391
New Enterprise Associates 12, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Class A Common Stock
2013-04-10
4
C
0
2321212
A
2321212
D
Class A Common Stock
2013-04-10
4
J
0
2321212
0
D
0
D
Class B Common Stock
2013-04-10
4
C
0
2321212
0
D
Class A Common Stock
2321212
4642425
D
New Enterprise Associates 12, L.P. ("NEA 12") converted 2,321,212 shares of Class B Common Stock at its option, pursuant to the Issuer's Restated Certificate of Incorporation, resulting in its acquisition of 2,321,212 shares of Class A Common Stock.
The securities are directly held by NEA 12 and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest.
NEA 12 made a pro rata distribution for no consideration of an aggregate of 2,321,212 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on April 10, 2013.
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 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.
/s/ Louis Citron, attorney-in-fact
2013-04-11