XNYS:WDAY Workday Inc Class A Insider Activity 4 Filing - 10/17/2012

Effective Date 10/17/2012

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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 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 *
STILL GEORGE J JR
  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 (Month/Day/Year)
10/17/2012
(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)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 10/17/2012   A   250,000 A $28 250,000 D  
Class A Common Stock(1) 10/17/2012   A   13,000 A $28 13,000 I By Still Family Partners, A California Limited Partnership Formed 3-26-1996(5)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock (2) 10/17/2012   C     151,515   (2)   (2) Class B Common Stock(3)(4) 151,515 $ 0 0 I By Still Family Partners, A California Limited Partnership Formed 3-26-1996(5)
Class B Common Stock (3) (4) 10/17/2012   C   151,515     (3)(4)   (3)(4) Class A Common Stock(1) 151,515 $ 0 187,515 I By Still Family Partners, A California Limited Partnership Formed 3-26-1996(5)
Series F Convertible Preferred Stock (2) 10/17/2012   C     94,269   (2)   (2) Class B Common Stock(3)(4) 94,269 $ 0 0 I By Still Family Partners, A California Limited Partnership Formed 3-26-1996(5)
Class B Common Stock (3) (4) 10/17/2012   C   94,269     (3)(4)   (3)(4) Class A Common Stock(1) 94,269 $ 0 281,784 I By Still Family Partners, A California Limited Partnership Formed 3-26-1996(5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STILL GEORGE J JR
C/O WORKDAY, INC.
6230 STONERIDGE MALL ROAD
PLEASANTON, CA 94588
  X      

Signatures

 /s/ George J. Still, Jr.   10/17/2012
** 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) Will be referred to as Common Stock following the earliest to occur of the events described in footnote (4) below.
(2) Each share of convertible preferred stock automatically converted into one (1) share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(3) 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.
(4) 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 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.
(5) Shares held by Still Family Partners, A California Limited Partnership Formed 3-26-1996 ("Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still 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 purposes of Section 16 or for any other purposes.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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XNYS:WDAY Workday Inc Class A Insider Activity 4 Filling

Workday Inc Class A XNYS:WDAY Stock - Get Insider Activity SEC Filing of Workday Inc Class A XNYS:WDAY stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNYS:WDAY Workday Inc Class A Insider Activity 4 Filing - 10/17/2012
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