Sec Form 4 Filing - DUFFIELD DAVID A @ Workday, Inc. - 2014-05-29

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
DUFFIELD DAVID A
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)
Chairman
(Last) (First) (Middle)
C/O WORKDAY, INC., 6230 STONERIDGE MALL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2014
(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 05/29/2014 C 349,890 A $ 0 490,218 D ( 1 )
Class A Common Stock 05/29/2014 S( 2 ) 213,853 D $ 80.6649 ( 3 ) 276,365 D ( 1 )
Class A Common Stock 05/29/2014 S( 2 ) 78,846 D $ 81.5891 ( 4 ) 197,519 D ( 1 )
Class A Common Stock 05/29/2014 S( 2 ) 31,491 D $ 82.5476 ( 5 ) 166,028 D ( 1 )
Class A Common Stock 05/29/2014 S( 2 ) 25,700 D $ 83.4435 ( 6 ) 140,328 D ( 1 )
Class A Common Stock 05/30/2014 C 164,493 A $ 78.5485 304,821 D ( 1 )
Class A Common Stock 05/30/2014 S( 2 ) 68,313 D $ 77.9315 ( 7 ) 236,508 D ( 1 )
Class A Common Stock 05/30/2014 S( 2 ) 69,135 D $ 78.7259 ( 8 ) 167,373 D ( 1 )
Class A Common Stock 05/30/2014 S( 2 ) 25,545 D $ 79.5994 ( 9 ) 141,828 D ( 1 )
Class A Common Stock 05/30/2014 S( 2 ) 1,500 D $ 80.5807 ( 10 ) 140,328 D ( 1 )
Class A Common Stock 106,120 ( 11 ) D
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 ( 12 ) ( 13 ) 03/14/2014 G V 12,600,000 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 12,600,000 $ 0 0 D
Class B Common Stock ( 12 ) ( 13 ) 03/14/2014 G V 12,600,000 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 12,600,000 $ 0 68,169,612 D ( 1 )
Class B Common Stock ( 12 ) ( 13 ) 05/29/2014 C 349,890 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 349,890 $ 0 67,819,722 D ( 1 )
Class B Common Stock ( 12 ) ( 13 ) 05/30/2014 C 164,493 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 164,493 $ 0 67,655,229 D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUFFIELD DAVID A
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON, CA94588
X X Chairman
Signatures
/s/ James P. Shaughnessy, attorney-in-fact 06/02/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by The David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 11, 2013.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.1800 to 81.1799, 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 $81.1800 to $82.1799, 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 ranging from $82.1800 to $83.1799, 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 ranging from $83.2100 to $84.2099, 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.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.3100 to $78.3099, 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 ranging from $78.3100 to $79.3099, 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 ranging from $79.3100 to $80.3099, 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 ranging from $80.4600 to $81.4599, 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 )Includes 106,120 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. 59,628 restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 46,492 restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016. Both grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date.
( 12 )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.
( 13 )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.

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