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*
BHUSRI ANEEL

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

(Street)
PLEASANTON CA 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 X 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2013
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(1) 08/30/2013 A 134,163 A $0.00 321,090 D
Class A Common Stock 09/03/2013 S(2) 19,914 D $73.251(3) 301,176 D
Class A Common Stock 09/03/2013 S(2) 5,086 D $73.9085(4) 296,090 D
Class A Common Stock 09/03/2013 J(5) 169,008(6) A $0.00 465,098 D
Class A Common Stock 09/03/2013 J(7) 4,708(8) A $0.00 469,806 D
Class A Common Stock 09/03/2013 J(9) 13,659(10) A $0.00 483,465 D
Class A Common Stock 08/30/2013 S(2) 8,257 D $72.562(11) 21,743 I By the Aneel Bhusri Grantor Retained Annuity Trust dtd 6/13/11
Class A Common Stock 08/30/2013 S(2) 5,243 D $73.4698(12) 16,500 I By the Aneel Bhusri Grantor Retained Annuity Trust dtd 6/13/11
Class A Common Stock 08/30/2013 S(2) 1,500 D $74.2933(13) 15,000 I By the Aneel Bhusri Grantor Retained Annuity Trust dtd 6/13/11
Class A Common Stock 09/03/2013 J(5) 3,325,242 D $0.00 0 I See footnote(5)(14)
Class A Common Stock 09/03/2013 J(7) 92,639 D $0.00 0 I See footnote(7)(15)
Class A Common Stock 09/03/2013 J(9) 13,659 D $0.00 0 I See footnote(9)(10)
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
Explanation of Responses:
1. Restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock 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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 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 $72.77 to $73.74, 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 $73.80 to $74.14, 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. On September 3, 2013, Greylock XI Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 3,325,242 shares of Class A Common Stock of the Issuer to its general and limited partners.
6. Pro rata distribution from Greylock XI Limited Partnership.
7. On September 3, 2013, Greylock XI-A Limited Partnership, a venture capital partnership, distributed in-kind, without consideration, an aggregate of 92,639 shares of Class A Common Stock of the Issuer to its general and limited partners.
8. Pro rata distribution from Greylock XI-A Limited Partnership.
9. On September 3, 2013, Greylock XI Principals LLC, distributed in-kind, without consideration, shares of Class A Common Stock of the Issuer to its members, which shares it was holding as nominee for the benefit of those members.
10. Distribution from Greylock XI Principals LLC, which shares were being held as nominee for the benefit of Mr. Bhusri.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.14 to $73.08, 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 $73.14 to $74.12, 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 $74.16 to $74.55, 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. Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Exeutive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP Limited Partnership and Mr. Bhusri may be deemed to share voting and dispositive power with respect to the shares held directly by Greylock XI Limited Partnership. Greylock XI GP Limited Partnership, as well as Greylock XI-A Limited Partnership and Mr. Bhusri, disclaim beneficial ownership of the securities held by Greylock XI Limited Partnership except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP Limited Partnership, Greylock XI-A Limited Partnership or Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
15. Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. Aneel Bhusri, the Issuer's Co-Chief Exeutive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP Limited Partnership and Mr. Bhusri may be deemed to share voting and dispositive power with respect to the sahres held directly by Greylock XI-A Limited Partnership. Greylock XI GP Limited Partnership, as well as Greylock XI Limited Partnership and Mr. Bhusri, disclaim beneficial ownership of the securities held by Greylock XI-A Limited Partnership except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP Limited Partnership, Greylock XI Limited Partnership or Mr. Bhusri of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
Remarks:
/s/ James P. Shaughnessy, attorney-in-fact 09/04/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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