Sec Form 4 Filing - MCNAMARA MICHAEL M @ Workday, Inc. - 2017-04-05

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
MCNAMARA MICHAEL M
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WORKDAY, INC., 6230 STONERIDGE MALL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2017
(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 04/05/2017 S( 1 ) 6,646 D $ 82.81 ( 2 ) 47,354 I The McNamara Family Trust U/A DTD 10/11/2001
Class A Common Stock 04/05/2017 S( 1 ) 6,854 D $ 83.74 ( 3 ) 40,500 I The McNamara Family Trust U/A DTD 10/11/2001
Class A Common Stock 19,755 ( 4 ) D
Class A Common Stock 4,000 I By Mr. McNamara's child. ( 5 )
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
Stock Option (Right to Buy) $ 4.25 ( 6 ) 12/15/2021 Class A Common Stock 150,000 150,000 D
Stock Option (Right to Buy) $ 9.2 ( 7 ) 08/27/2022 Class A Common Stock 30,000 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCNAMARA MICHAEL M
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON, CA94588
X
Signatures
/s/ Stacy Taylor, attorney-in-fact 04/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 14, 2016.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.3500 to $83.3499, inclusive. The Reporting Person undertakes to provide 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.3500 to $84.3499, inclusive. The Reporting Person undertakes to provide 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 )Includes grant of 5,001 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2017.
( 5 )Mr. McNamara 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 the purposes of Section 16 or for any other purposes.
( 6 )The stock option grant was issued under the Issuer's 2005 Stock Plan and vested or will vest as follows: 20% of the total number of shares vested on December 16, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason.
( 7 )The stock option grant was issued under the Issuer's 2005 Stock Plan and vested 100% on January 1, 2014. This option grant is exercisable in full or in part at any time.

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