Edgar Filing: Workday, Inc.

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 ^*

Bozzini James

2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [WDAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016

(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	09/14/2016		M		6,250	A	$ 2.3	181,110 ⁽¹⁾	D
Class A Common Stock	09/14/2016		S⁽²⁾		5,250	D	$ 86.706 ⁽³⁾	175,860 ⁽¹⁾	D
Class A Common Stock	09/14/2016		S⁽²⁾		1,000	D	$ 87.1365 ⁽⁴⁾	174,860 ⁽¹⁾	D
Class A Common Stock	09/15/2016		M		6,250	A	$ 2.3	181,110 ⁽¹⁾	D
Class A Common Stock	09/15/2016		S⁽²⁾		1,200	D	$ 87.0238 ⁽⁵⁾	179,910 ⁽¹⁾	D
Class A Common Stock	09/15/2016		S⁽²⁾		4,150	D	$ 88.0624 ⁽⁶⁾	175,760 ⁽¹⁾	D
Class A Common Stock	09/15/2016		S⁽²⁾		900	D	$ 88.6983 ⁽⁷⁾	174,860 ⁽¹⁾	D
Class A Common Stock								108,595	I	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock								11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock								11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock								11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012

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

Stock Option (right to buy)

$ 2.3

09/14/2016

6,250

⁽⁸⁾

02/18/2021

Class A Common Stock

6,250

$ 2.3

113,250

Stock Option (right to Buy)

$ 2.3

09/15/2016

6,250

⁽⁸⁾

02/18/2021

Class A Common Stock

6,250

$ 2.3

107,000

Performance Rights

$ 0

⁽⁹⁾

⁽¹⁰⁾

Class A Common Stock

9,846

Stock Option (right to buy)

$ 0.5

⁽¹¹⁾

03/15/2019

Class A Common Stock

15,000

Stock Option (right to buy)

$ 0.65

⁽¹²⁾

12/17/2019

Class A Common Stock

200

Stock Option (right to buy)

$ 7.05

⁽¹³⁾

05/04/2022

Class A Common Stock

50,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bozzini James C/O WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON, CA 94588			Senior Vice President

Signatures

/s/ Stacy Taylor, attorney-in-fact		09/16/2016
^**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 148,951 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 59,628 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs with a grant date of 04/15/2015 and 46,492 RSUs with a grant date of 04/15/2016 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafer. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 11, 2016.
(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 $86.0700 to $87.0699, 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 $87.0700 to $88.0699, 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 $86.5900 to $87.5899, 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 $87.5900 to $88.5899, 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 $88.5900 to $89.5899, 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 stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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.
(9)	Represents performance RSUs ("PRSUs") that entitle the Reporting Person to receive one share of Class A common stock in the event that certain performance objectives are achieved, in which case 25% of the PRSUs will vest on 4/15/2017 and the remainder of such PRSUs will vest quarterly over the following three years.
(10)	The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.
(11)	The stock option grant became fully vested on 1/1/2014.
(12)	The stock option grant became fully vested on 12/18/2009.
(13)	The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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.

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