X0206 3 2012-10-11 0 0001327811 Workday, Inc. WDAY 0001196579 BHUSRI ANEEL C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 1 1 0 Co-CEO and Chairman Class B Common Stock Class A Common Stock 8095000 D Class B Common Stock Class A Common Stock 880000 I By Aneel Bhusri TTEE the Aneel Bhusri Grantor Retained Annuity Trust DTD 9/13/11 Class B Common Stock Class A Common Stock 5000 I By Anna Bhusri, a minor Non-Plan Stock Option (Right to Buy) 1.3 2020-11-03 Class B Common Stock 3200000 D Series A Convertible Preferred Stock Class B Common Stock 5253638 I By Greylock XI Limited Partnership Series B Convertible Preferred Stock Class B Common Stock 2661843 I By Greylock XI Limited Partnership Series C Convertible Preferred Stock Class B Common Stock 2109572 I By Greylock XI Limited Partnership Series D Convertible Preferred Stock Class B Common Stock 1743632 I By Greylock XI Limited Partnership Series E Convertible Preferred Stock Class B Common Stock 1532282 I By Greylock XI Limited Partnership Series A Convertible Preferred Stock Class B Common Stock 146362 I By Greylock XI-A Limited Partnership Series B Convertible Preferred Stock Class B Common Stock 74157 I By Greylock XI-A Limited Partnership Series C Convertible Preferred Stock Class B Common Stock 58771 I By Greylock XI-A Limited Partnership Series D Convertible Preferred Stock Class B Common Stock 48576 I By Greylock XI-A Limited Partnership Series E Convertible Preferred Stock Class B Common Stock 42688 I By Greylock XI-A Limited Partnership Series A Convertible Preferred Stock Class B Common Stock 21600 I By Greylock XI Principals LLC Series B Convertible Preferred Stock Class B Common Stock 10914 I By Greylock XI Principals LLC Series C Convertible Preferred Stock Class B Common Stock 8654 I By Greylock XI Principals LLC Series D Convertible Preferred Stock Class B Common Stock 7170 I By Greylock XI Principals LLC Series E Convertible Preferred Stock Class B Common Stock 6300 I By Greylock XI Principals LLC 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, which occurs after the closing of the Issuer's initial public offering (the "IPO"), 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. The stock option grant was issued outside of the Issuer's 2005 Stock Option Plan, and vests as follows: 20% of the total number of shares will vest on January 1, 2013, provided Mr. Bhusri has completed 12 months of continuous service as of that date, and 5% of the total number of shares will vest when Mr. Bhusri 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 Mr. Bhusri's service for any reason. Represents the balance remaining following Mr. Bhusri's exercise of 1,100,000 shares on August 15, 2012. Each share of convertible preferred stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the IPO, and has no expiration date. Mr. Bhusri is a managing partner of Greylock XI GP Limited Partnership ("Greylock XI GP"), which is the sole general partner of each of Greylock XI Limited Partnership ("Greylock XI") and Greylock XI-A Limited Partnership ("Greylock XI-A"). As such, Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by each of Greylock XI and Greylock XI-A. These shares are held as a nominee only by Greylock XI Principals LLC ("Greylock XI Principals") for the benefit of Mr. Bhusri. Mr. Bhusri 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. /s/ James P. Shaughnessy, Attorney-in-Fact 2012-10-11