Sec Form 4 Filing - BHUSRI ANEEL @ Workday, Inc. - 2014-03-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BHUSRI ANEEL
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
(Last) (First) (Middle)
C/O WORKDAY, INC., 6230 STONERIDGE MALL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2014
(Street)
PLEASANTON, CA94588
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/11/2014 S( 1 ) 12,415 D $ 100.7512 ( 2 ) 527,837 ( 3 ) D
Class A Common Stock 03/11/2014 S( 1 ) 6,581 D $ 101.6681 ( 4 ) 521,256 ( 3 ) D
Class A Common Stock 03/11/2014 S( 1 ) 5,204 D $ 102.5508 ( 5 ) 516,052 ( 3 ) D
Class A Common Stock 03/11/2014 S( 1 ) 800 D $ 103.3494 ( 6 ) 515,252 ( 3 ) D
Class A Common Stock 03/12/2014 S( 1 ) 1,800 D $ 99.3111 ( 7 ) 513,452 ( 3 ) D
Class A Common Stock 03/12/2014 S( 1 ) 1,761 D $ 100.5157 ( 8 ) 511,691 ( 3 ) D
Class A Common Stock 03/12/2014 S( 1 ) 7,232 D $ 101.4914 ( 9 ) 504,459 ( 3 ) D
Class A Common Stock 03/12/2014 S( 1 ) 14,207 D $ 102.3884 ( 10 ) 490,525 ( 3 ) D
Class A Common Stock 03/13/2014 S( 1 ) 5,075 D $ 100.7221 ( 11 ) 495,327 ( 3 ) D
Class A Common Stock 03/13/2014 S( 1 ) 2,592 D $ 101.4408 ( 12 ) 497,919 ( 3 ) D
Class A Common Stock 03/13/2014 S( 1 ) 1,733 D $ 102.4499 ( 13 ) 499,652 ( 3 ) D
Class A Common Stock 03/13/2014 S( 1 ) 2,600 D $ 103.5442 ( 14 ) 502,252 ( 3 ) D
Class A Common Stock 03/13/2014 S( 1 ) 500 D $ 104.49 ( 15 ) 502,752 ( 3 ) D
Class A Common Stock 11/26/2013 C V 698,557 A $ 0 698,557 I The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11
Class A Common Stock 11/26/2013 G V 698,557 D $ 0 0 I The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 16 ) ( 17 ) 11/26/2013 C V 698,557 ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 698,557 $ 0 0 I The Aneel Bhusri Grantor Retained Annuity Trust dated 9/13/11
Class B Common Stock ( 16 ) ( 17 ) ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 8,126,443 8,126,443 D
Class B Common Stock ( 16 ) ( 17 ) ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 1,662,620 1,662,620 I See footnote ( 18 )
Class B Common Stock ( 16 ) ( 17 ) ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 46,319 46,319 I See footnote ( 19 )
Class B Common Stock ( 16 ) ( 17 ) ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 6,831 6,831 I See footnote ( 20 )
Class B Common Stock ( 16 ) ( 17 ) ( 16 )( 17 ) ( 16 )( 17 ) Class A Common Stock 5,000 5,000 I By Minor Child
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BHUSRI ANEEL
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON, CA94588
X X Co-CEO and Chairman
Signatures
/s/ Melanie Vinson, attorney-in-fact 03/13/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2013.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.1100 to $101.1099, 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.
( 3 )Includes 134,163 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit 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.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $101.1676 to $102.1675, 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $102.1700 to $103.1699, 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.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $103.2500 to $104.2499, 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.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $98.9100 to $99.9099, 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.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $99.9400 to $100.9399, 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.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.9400 to $101.9399, 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.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $101.9600 to $102.9599, 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.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $100.2100 to $101.2099, 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 within the range of $101.2100 to $102.2099, 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 within the range of $102.2300 to $103.2299, 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $103.2400 to $104.2399, 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.
( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $104.3400 to $105.3399, 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.
( 16 )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.
( 17 )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 (9) 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.
( 18 )Greylock XI GP Limited Partnership is the sole general partner of Greylock XI Limited Partnership. The Reporting Person is the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP and the Reporting Person 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 the Reporting Person, 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
( 19 )Greylock XI GP Limited Partnership is the sole general partner of Greylock XI-A Limited Partnership. The Reporting Person is the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP Limited Partnership. As a result, Greylock XI GP Limited Partnership and the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held directly by Greylock XI-A Limited Partnership. Greylock XI GP Limited Partnership, as well as Greylock XI Limited Partnership and the Reporting Person, 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 the Reporting Person of beneficial ownership of these securities for purposes of Section 16 or for any other purposes.
( 20 )Shares are being held by Greylock XI Principals LLC, as nominee for the benefit of the Reporting Person.

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