Edgar Filing: BHUSRI ANEEL

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O WORKDAY, INC., 6230 STONERIDGE MALL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018

(Street)

PLEASANTON, CA 94588

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/02/2018		M		75,000	A	$ 1.3	393,644 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		1,624	D	$ 122.6837 ⁽³⁾	392,020 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		8,580	D	$ 123.7707 ⁽⁴⁾	383,440 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		2,295	D	$ 124.6476 ⁽⁵⁾	381,145 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		12,855	D	$ 125.7367 ⁽⁶⁾	368,290 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		22,569	D	$ 126.8498 ⁽⁷⁾	345,721 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		2,400	D	$ 127.6646 ⁽⁸⁾	343,321 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		5,157	D	$ 128.6111 ⁽⁹⁾	338,164 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		7,201	D	$ 129.9384 ⁽¹⁰⁾	330,963 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		12,019	D	$ 130.7384 ⁽¹¹⁾	318,944 ⁽¹⁾	D
Class A Common Stock	03/02/2018		S⁽²⁾		300	D	$ 131.3367 ⁽¹²⁾	318,644 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Plan Stock Option (Right to Buy)

⁽¹³⁾ ⁽¹⁴⁾

03/02/2018

75,000

⁽¹⁵⁾

11/03/2020

Class A Common Stock

75,000

$ 1.3

2,303,356

Class B Common Stock

⁽¹³⁾ ⁽¹⁴⁾

⁽¹³⁾⁽¹⁴⁾

Class A Common Stock

8,126,443

Class B Common Stock

⁽¹³⁾ ⁽¹⁴⁾

⁽¹³⁾⁽¹⁴⁾

Class A Common Stock

5,000

By Minor Child

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BHUSRI ANEEL C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON, CA 94588	X		Chief Executive Officer

Signatures

/s/ Juliana Capata, attorney-in-fact		03/06/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 166,936 RSUs 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, from original grants consisting of i) 104,607 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and ii) 104,607 RSUs with a grant date of 4/15/2015, 22,535 RSUs with a grant date of 4/15/2016 and 108,494 RSUs with a grant date of 4/14/2017, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting date.
(2)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $122.1800 to $123.1799, 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)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $123.1900 to $124.1899, 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.
(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 $124.2200 to $125.2199, 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.
(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 $125.2300 to $126.2299, 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.
(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 $126.2300 to $127.2299, 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.
(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 $127.2500 to $128.2499, 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.
(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 $128.2500 to $129.2499, 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.
(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 $129.3200 to $130.3199 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.
(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 $130.3200 to $131.3199, 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.
(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 $131.3200 to $132.3199, 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.
(13)	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.
(14)	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.
(15)	The stock option grant was issued outside of the Issuer's 2005 Stock Plan, and vests or vested as follows: 20% of the total number of shares vested on January 1, 2013, and 5% of the total number of shares vested or will vest when the Reporting Person completed or completes each 3-month period of continuous service thereafter. The stock 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 termination of the Reporting Person's service for any reason.

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