| Item 1. | |
| (a) | Name of issuer:
Workday, Inc. |
| (b) | Address of issuer's principal executive offices:
6110 Stoneridge Mall Road Pleasanton, CA, 94588 |
| Item 2. | |
| (a) | Name of person filing:
David A. Duffield |
| (b) | Address or principal business office or, if none, residence:
c/o Nevada Pacific Consulting, LLC
956 Lakeshore Blvd.
Incline Village, NV 89451 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
98138H101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
51,191,345 shares, consisting of 102,997 shares of Class A Common Stock held directly by Mr. Duffield through The David A. Duffield Trust dated July 14, 1988 (the "Duffield Trust"), for which Mr. Duffield exercises sole voting and dispositive power, 172,000 shares of Class A Common Stock held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation, and for which Mr. Duffield exercises shared voting and dispositive power, 42,784,905 shares of Class B Common Stock held by the Duffield Trust, and 8,131,443 shares of Class B Common Stock held by Mr. Bhusri and subject to the Voting Agreement. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one 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. 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 nine percent of all outstanding shares of Class A and Class B Common Stock, (c) October 17, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. |
| (b) | Percent of class:
19.30%. The foregoing percentage is based on 214,321,524 shares of the Issuer's Class A Common Stock outstanding as of December 31, 2024, plus the number of shares of Class B Common Stock held by the Duffield Trust and Mr. Bhusri, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage of beneficial ownership of Mr. Duffield.
Assuming conversion of all of the Issuer's Class B Common Stock into Class A Common Stock, the reporting person listed in Item 4 would hold 19.26% of the total outstanding shares of the Issuer. The 19.26% is based on the combined total of 265,789,574 shares, which represents 214,321,524 shares of the Issuer's Class A Common Stock and 51,468,050 shares of the Issuer's Class B Common Stock outstanding as of December 31, 2024. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
42,887,902
|
| | (ii) Shared power to vote or to direct the vote:
8,303,443
Includes 172,000 shares of Class A Common Stock held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation, and for which Mr. Duffield exercises shared voting and dispositive power, and 8,131,443 shares of Class B Common Stock held by Mr. Bhusri and subject to the Voting Agreement entered into by David A. Duffield and Aneel Bhusri on September 28, 2012 (the "Voting Agreement").
Under the Voting Agreement, each of Mr. Duffield and Mr. Bhusri has granted a proxy holder the right to exercise all of the voting and consent rights of his and his permitted transferee's Class B Common Stock following his death or during his incapacity. Initially, Mr. Duffield has designated Mr. Bhusri as designated proxy holder and Mr. Bhusri has designated Mr. Duffield as his designated proxy holder. Each of Mr. Duffield and Mr. Bhusri will have the right during his lifetime to remove his designated proxy holder and replace him with a new proxy holder. In the event that there is no proxy holder for the Class B Common Stock subject to the Voting Agreement, the voting and consent rights of such Class B Common Stock will be exercised by the board of directors of Workday, Inc. acting by majority vote. Upon the death or incapacity of each of Mr. Duffield and Mr. Bhusri, his designated proxy holder will have an irrevocable proxy to vote or otherwise consent to any matters in respect of his Class B Common Stock.
The Voting Agreement will terminate upon the earliest to occur of the following: (i) the conversion of the Class A Common Stock and Class B Common Stock into a single class of common stock, or (ii) the time at which none of Mr. Duffield, Mr. Bhusri or any of their respective permitted transferees beneficially owns any Class B Common Stock. The Voting Agreement may not be unilaterally terminated by Mr. Duffield or Mr. Bhusri.
|
| | (iii) Sole power to dispose or to direct the disposition of:
42,887,902
|
| | (iv) Shared power to dispose or to direct the disposition of:
172,000
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(C) |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)