X0206 3 2012-10-11 0 0001327811 Workday, Inc. WDAY 0001203980 BATTLE A GEORGE C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 0 0 0 Class B Common Stock Class A Common Stock 270000 D Series B Convertible Preferred Stock Class B Common Stock 200000 D Series C Convertible Preferred Stock Class B Common Stock 43290 D Series D Convertible Preferred Stock Class B Common Stock 43290 D Series E Convertible Preferred Stock Class B Common Stock 38043 D Series F Convertible Preferred Stock Class B Common Stock 22624 I By Daniel Battle Series F Convertible Preferred Stock Class B Common Stock 22624 I By Emily Battle Series F Convertible Preferred Stock Class B Common Stock 22624 I By Catherine McNelley 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. 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. Battle 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/ A. George Battle 2012-10-11