Edgar Filing: BATTLE A GEORGE

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BATTLE A GEORGE

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)
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 ⁽¹⁾	10/17/2012		A		40,000	A	$ 28	40,000	D ⁽²⁾
Class A Common Stock ⁽¹⁾	10/17/2012		A		40,000	A	$ 28	40,000	D
Class A Common Stock ⁽¹⁾	10/17/2012		A		15,000	A	$ 28	15,000	I	By Battle Family Foundation ⁽³⁾
Class A Common Stock ⁽¹⁾	10/17/2012		A		4,000	A	$ 28	4,000	I	By Daniel Battle ⁽⁷⁾
Class A Common Stock ⁽¹⁾	10/17/2012		A		4,000	A	$ 28	4,000	I	By Emily Battle ⁽⁷⁾
Class A Common Stock ⁽¹⁾	10/17/2012		A		4,000	A	$ 28	4,000	I	By Catherine McNelley ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Series B Convertible Preferred Stock

⁽⁴⁾

10/17/2012

200,000

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

200,000

$ 0

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

200,000

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

200,000

$ 0

470,000

Series C Convertible Preferred Stock

⁽⁴⁾

10/17/2012

43,290

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

43,290

$ 0

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

43,290

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

43,290

$ 0

513,290

Series D Convertible Preferred Stock

⁽⁴⁾

10/17/2012

43,290

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

43,290

$ 0

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

43,290

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

43,290

$ 0

556,580

Series E Convertible Preferred Stock

⁽⁴⁾

10/17/2012

38,043

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

38,043

$ 0

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

38,043

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

38,043

$ 0

594,623

Series F Convertible Preferred Stock

⁽⁴⁾

10/17/2012

22,624

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

22,624

$ 0

By Daniel Battle ⁽⁷⁾

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

22,624

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

22,624

$ 0

22,624

By Daniel Battle ⁽⁷⁾

Series F Convertible Preferred Stock

⁽⁴⁾

10/17/2012

22,624

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

22,624

$ 0

By Emily Battle ⁽⁷⁾

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

22,624

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

22,624

$ 0

22,624

By Emily Battle ⁽⁷⁾

Series F Convertible Preferred Stock

⁽⁴⁾

10/17/2012

22,624

⁽⁴⁾

Class B Common Stock ⁽⁵⁾ ⁽⁶⁾

22,624

$ 0

By Catherine McNelley ⁽⁷⁾

Class B Common Stock

⁽⁵⁾ ⁽⁶⁾

10/17/2012

22,624

⁽⁵⁾⁽⁶⁾

Class A Common Stock ⁽¹⁾

22,624

$ 0

22,624

By Catherine McNelley ⁽⁷⁾

Reporting Owners

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

Signatures

/s/ A. George Battle		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 (6) below.
(2)	Held in the name of A. George Battle and Hilary Perkins, as joint tenants with right of survivorship.
(3)	The Reporting Person is the trustee of the Battle Family Foundation.
(4)	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.
(5)	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.
(6)	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.
(7)	Mr. Battle 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.

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