0001181431-12-054500.txt : 20121011
0001181431-12-054500.hdr.sgml : 20121011
20121011180425
ACCESSION NUMBER: 0001181431-12-054500
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121011
FILED AS OF DATE: 20121011
DATE AS OF CHANGE: 20121011
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: NEA 12 GP, LLC
CENTRAL INDEX KEY: 0001383389
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 121140668
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA Partners 12, Limited Partnership
CENTRAL INDEX KEY: 0001383390
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 121140667
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
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35680
FILM NUMBER: 121140669
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
3
1
rrd358047.xml
X0206
3
2012-10-11
0
0001327811
Workday, Inc.
WDAY
0001383391
New Enterprise Associates 12, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001383389
NEA 12 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001383390
NEA Partners 12, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Series E Convertible Preferred Stock
Class B Common Stock
6963636
D
Each share of Series E Convertible Preferred stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"), and has no expiration date.
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 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 securities are directly held by New Enterprise Associates 12, Limited Partnership ("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, C. Richard Kramlich, Krishna "Kittu" Kolluri, Charles W. Newhall III, Mark W. Perry 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 actual pecuniary interest.
/s/ Louis Citron, attorney-in-fact
2012-10-11